Space Bridge

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Things happen, it's a part of life, but every once in a while, something happens that radically changes your perspective of the way things are and what they used to be. Things that rock your very beliefs to the core, things that make you feel insignificant, things that make you feel weak. Things that make you look to the stars and wonder; just what else is out there?

The sound of beating wings loomed over the skies of what was once a peaceful town, but now all that remained was smoke and crumbled building. Those who were trying to rebuild their lives looked to the sky for some sort of answer, but all they saw was a golden chariot, one that shined like the sun before it came into their town. The chariot's occupant looked down to the wreckage, never in her life had she seen so much devastation and all of it was supposed to be brought by one being? Surely the letter she had received was incorrect, nothing was that strong, or so she thought. The chariot landed near what remained of the town's once proud library, now just a smoldering pile of ash. Fearing the worst the occupant burst out of her chariot Calling the name of the one she feared for most. Fortunately for her, the one she cried for came sprinting to her, eyes full of fear.

"Princess Celestia!" Twilight cried, wrapping her forelegs around the Princess's neck as tightly as she could, "I'm so glad that you're here!"

"There is no need to be afraid anymore Twilight." She replied softly before her student released her, "I came as soon as I received your letter."

"I wish you would've got here sooner." Twilight said looking around, "Thank goodness that nopony was hurt by it."

"It?" Princess Celestia asked.

"Yes... It..." Twilight replied, "It came from the Everfree Forest, and when Rainbow Dash tried to stop it..." Twilight paused to look at what was left of Ponyville before continuing, "It did all of this."

"I see." Princess Celestia said looking upon the destruction as well, "I'm glad I left the Elements in your care, whatever it was may have done this to many more towns if you had not stopped it."

"That's... the problem Princess..." Twilight said turning her attention back to her mentor. "We didn't destroy it."

"Excuse me?" Celestia said with a raised eyebrow, "You didn't use the Elements of Harmony on it?"

"We did!" Twilight exclaimed, "But it wasn't even scratched! It just stood there taking the full brunt of our magic! And it didn't hurt it at all!"

"Where is it now?" The Princess asked, her horn glowing and ready for a fight. "Do we need to evacuate the civilians?"

"No... no." Twilight said frantically shaking her hooves, "We couldn't stop it, but we managed to contain it."

"I beg your pardon?"

"The Elements of Harmony didn't hurt it," she expailned, "but it made a crater big enough so that it couldn't get out without our help."

"I see," Celestia replied with a nod, "Could you perhaps bring me to this 'It' we have been discussing?"

Twilight gulped at Princess Celestia's sudden interest in the beast that nearly killed everyone in Ponyville, even herself, but she knew that she couldn't deny such a request.

"F-follow me..." Twilight said uneasily, motioning for the Princess to take her lead.

Princess Celestia followed her pupil through the once happy and colorful streets to where 'It' was being held. The sight reminded her of the early days of her rule alongside her sister. Back in those dark times even she was unsure how their new kingdom would hold, but through selflessness and perseverance Equestria was now the leading power in the world, despite the few mistakes she had made along the way. A few minutes later they were there, where Sugar Cube Corner once stood, but now it was just a crater, a crater that had an eerie red glow and strange metallic noises coming from the bottom.

Unafraid The Princess walked to the crater and looked into its depths, seeing only what appeared to be glowing red eyes, but there were so many, all in different shapes and sizes. Her curiosity had gotten the better of her she wanted to see more than what the dim lights from the pit had to offer. Using her magic she cast a single, bright beam from the sun into the pit. What she saw next left her in both awe and fear.

A giant beast, easily taller than what the Town Hall used to be was at the bottom of the pit, shielding what she believed to be his true eyes from the unwanted light. Its colors gleamed brightly off the light, silvers, yellows, reds and blacks all shined against her spell. Its body seemed to be in constant motion, little parts adjusting themselves on its massive arms and legs. as well as an oddly shaped symbol on the center right of the beast's chest. Finally it lowered its arm, revealing its cold, expressionless face to the Princess, who stepped back at the sight.

"Is this the 'It'?" She asked Twilight, who nodded uneasily. "Does it go by anything other than 'It'?"

"I-I don't know..." Twilight replied, nervously looking down the crater, "I believe it was yelling something, but in the panic I never really heard what it said."

"Have you asked it?"

Twilight jumped back at the thought, for the hours that it was down there it hadn't made a sound, other than the metallic grinding. She never considered that it was capable of complex thought or speech, how could it be if everything it seemed to do was destroy?

"I... uh..." Twilight began, trying to think of a good reason, "It attacked us before we could ask it anything..."

"According to you Rainbow Dash attacked it first." The Princess corrected, "Perhaps it was only acting in self defense."

"I doubt that... 'thing'... would need to act in self defense." Twilight said, glaring at the creature, but the moment it looked to her she darted behind the Princess, who slightly giggled at the reaction.

"There is only one way to find out." Princess Celestia said with a smile as she walked closed to the crater, leaving those around her in shock.

"Princess!" Twilight cried, "No WAIT-"

"GREETINGS CREATURE!" Celestia yelled in the Royal Canterlot Voice, "I AM PRINCESS CELESTIA! CO-RULER OF EQUESTRIA, DO YOU BY CHANCE UNDERSTAND ME?"

The beast at the bottom of the pit looked up to Celestia once again, giving her hope that it might be able to talk.

"DO YOU UNDERSTAND ME?" she asked again, and much to her excitement, the giant nodded. "DO YOU HAVE A NAME?" she asked and yet again, it nodded, "THEN WHAT IS YOUR NAME?"

The beast rose as proudly as it could from the bottom of the pit, stoically staring at the only being who had decided to talk to it. "Me, Grimlock!" The beast called back, "ME KING!"

*~*~*~*~*~*~*~*~*~*~*~*

Several days earlier...

“Autobots, the battle to save our new home has now come to a critical point.” Optimus Prime said grimly to the audience of giant robots that stood before him. “The Decepticon forces have recently made several brutal yet efficient raids on oil rigs, solar energy farms and other various places where the humans gather resources for their energy.”

“Why are you going over the same thing as last time?” Cliffjumper asked, “I say we just hit them where it hurts and-”

“Easy kid…” Ironhide said forcing the smaller robot to sit down again, “Ol’ Optimus wouldn’t be saying something like this if it weren’t important.”

“Indeed, old friend,” Optimus replied, “Though actions like these are not uncommon for our enemy, it is uncommon for the rate and amount of resources being stolen from the humans… I fear that Megatron is preparing to build a space bridge back to Cybertron.”

Everyone’s jaws hit the floor, a space bridge back to Cybertron was not unheard of, but it had been years since their enemies had even tried to build something of that scale. The amount of energy to make it work was staggering, let alone the hours that had to be put into its construction.

“Why now?” Arcee asked, “If Megatron’s had all this time to spare in making a space bridge then what took him so long in the first place?”

“I believe that with this renewed vigor, that Megatron had made contact with and old friend of his…” Optimus explained, “Shockwave…”

“You can‘t possibly believe that Shockwave is here…” Ratchet interjected, “He hasn’t been heard from since we left Cybertron all those mega cycles ago.”

“It is the only explanation for such maneuvers taking place now, Ratchet,” Optimus said, “though Megatron cares none for the human race, he wouldn’t so carelessly send his troops out like he has been without there something of such a massive scale at hand.”

Optimus’ fellow Autobots started to talk amongst one another, trying to fully grasp the scale of what was happening. Each spouting out their own theories and doomsday scenarios about what would happen if Optimus was correct.

“If they get another space bridge running… they can send recourses and reinforcements right on top of us and we wouldn’t be able to do a thing about it…” Ironhide said grimly clinching his fist, “That’s gonna be a real pain in my axel…”

“Well what are we standing around for?” Cliffjumper yelled, turning his arm into a subsonic repeater. “Let’s roll out and give Megatron a new exhaust pipe!”

“It will be hardly that easy, Cliffjumper…” Optimus said, “We will need far more firepower than just the few Autobots here at the ark…”

The conversations fell silent once again as every Autobot turned their attention back to Optimus. His stoic gaze casting a foreboding feeling among all of them before one of his most trusted officers decided to break the silence.

“You can’t possibly mean…” Ratchet said in shock, “Them…”

“Indeed,” Optimus replied, “We will need the help of Grimlock and his Dinobots…”

The other Autobots jumped in their seats, Optimus hadn’t called on the Dinobots since the incident the South Pacific. There in the heat of combat, Grimlock and his fellow Dinobots destroyed nearly a dozen oil rigs in their battle with the mighty Decepticon combiner Bruticus. The fray had nearly cost hundreds of human lives, but thanks to the actions of Optimus and the other Autobots present all humans were saved, at the cost of their enemy escaping with vast amounts of energon.

“Do you really think that’s necessary, Prime?” Ironhide asked, “You know how Grimlock is when it comes to following orders… and if there is a chance that Shockwave IS there…”

“I know how Grimlock and the other Dinobots feel about Shockwave…” Optimus said, “Especially Grimlock.”

“If you take them along with us they’ll automatically disregard any orders you give them and go straight for Shockwave.” Ratchet said somberly, “and we can’t afford anymore Autobot losses, I barely have enough energon for our forces still here… let alone the Dinobots.”

“Though you are correct Ratchet,” Optimus said, “if Shockwave is involved there will be far too many Decepticons for our forces to handle without Dinobot support.”

“I know Prime…” Ratchet said, “But I’m just voicing my concern about involving them.”

“Then it’s settled…” Optimus said turning to Teletraan one, “Teletraan, signal Jetfire, Air Raid and Silverbolt.”

“AS YOU COMMAND OPTIMUS…” Teletraan’s voice echoed through the ark, “LONG LIVE THE LAST PRIME.”

The large computer screen fizzed and blurred until it received Silverbolt’s signal. “Send your traffic, Optimus,” he said, “but be quick, we’re tracking Hard-shell, Kickback and Sharp-shot after they raided that solar plant in Nevada. We’ll be on those creeps in five mikes, easy.”

“Silverbolt,” Optimus began, “I want you to stop tracking the Insecticons and bring the Dinobots back to the ark.”

“What?” Silverbolt said, “But we-”

“That’s an order, Silverbolt,” Optimus said sternly, “I will brief you upon your successful return with them… Prime out.”

“What was that about?” Jetfire asked. “What did Prime want?”

“We’re cutting the chase short…” Silverbolt said disappointedly, “now we’re on a recovery mission.”

“I thought recovering the energon cubes those bugs stole was our-” Jetfire began but he was cut by Silverbolt.

“We’re headed to Alaska…” he said grimly, “to recover our sentries there…”

“THE DINOBOTS?!” Air Raid shouted in shock, “What in Primus’s name would Optimus want them for?”

“I don’t know, Air Raid…” Silverbolt said banking north, “but the way he said it… whatever it is it can’t be good…”

The other jets followed Silverbolt’s lead, heading to the one place they thought they would never return. Meanwhile back at the ark, Optimus and the other Autobots present were preparing themselves for the upcoming assault. It was then that one Autobot approached Optimus.

“Bumblebee…” Optimus said looking over his weapon, “what can I do for you?”

Bumblebee began to make relay his concerns to Optimus via a menagerie of clicks and beeping noises. It took nearly ten minutes, but Optimus listened to every concern. When he was finally finished, Optimus just placed his massive hand on Bumblebee’s head.

“I know how you feel, Bumblebee.” Optimus said reassuringly, “and I understand that you, like the others believe that bringing Grimlock into this is a bad idea, especially on account that he rarely listens to me as it is.”

Bumblebee responded with another long assortment of clicking and beeping noises. Only to be halted by Prime.

“I know I said that we require as much firepower as we can muster Bumblebee…” he began. “But leaving the ark completely defenseless is a risk I cannot afford to take, besides Jet Fire, Silverbolt and Ari Raid will be accompanying you here upon their return with the Dinobots.”

The yellow Autobot’s next array of code blasted Optimus’ auditory sensors recounting past events involving the Dinobots. They may have efficient and never failed to accomplish their missions, but they had a total disregard for the humans they were sworn to protect. Especially Grimlock, who had time and time again has ignored Optimus’ orders and put hundreds if not thousands of lives at risk due to his insubordination.

“I understand your concern, young one.” Optimus answered, resting his hand on his shoulder, “but the risk I take in bringing Grimlock and his Dinobots to face the Decepticons compared to what would happen if I didn’t take them…” Prime shuttered at the thought, “the risk is far too great. We are the protectors of the human race and we cannot fail in that duty.”

Bumblebee sighed, he understood Optimus’ reasoning in calling upon the aid of the unpredictable Dinobots and their rebellious leader. Even if it wasn’t the best course of action, it was the only action his leader could take. He’d always admired, even revered Optimus for that, Bumblebee wouldn’t know the first thing about leading the Autobots, let alone make decisions that may cost the lives of his fellow bots to save a few humans. Saluting he turned around and began to make his way to Teletrran 1, reading himself for the enviable call from the jets as they inched closer and closer to Alaska.

“What’d Bee have to say to ya?” Ironhide asked walking next to Prime.

“The same thing you are likely to speak to me about…” Prime let out with a sigh, “He is just as concerned as everyone else about including the Dinobots in this mission.”

“It’s a tough call Prime.” Ironhide said reassuringly placing his hand on Prime’s shoulder. “You’ve been makin’ those longer than I can even recall.”

“Ever since Zeta Prime fell to the hands of my brother…” Optimus said clinching his fist, “I will not allow Megatron to succeed. All sentient life in the universe will suffer if I do… starting with this planet.”

“And ya know I’m gonna stand by ya until my spark goes out and Primus calls me to become one with the All-Spark.” Ironhide said through a rare smile. “And I’m sure the rest of us think the same thing.”

“It’s good to know that you have the upmost faith in me, old friend.” Optimus replied, placing his hand on Ironhide’s shoulder “I only hope I’m wrong about Shockwave’s return…”

*~*~*~*~*~*~*~*~*~*~*~*~*

“Lord Megatron…” Starscream mumbled next to the monstrous Decepticon next to him, “Are you sure that Shockwave’s new, and if I may add, radical plan is what we should focus on in this, our most pivotal point in the war?”

“I have faith in Shockwave… because unlike you Starscream…” Megatron growled his eyes fixed intently upon the horizon, “Shockwave has yet to fail me.”

Starscream swallowed his pride, but continued his attempt to talk Megatron out of what he believed was a mistake. “But, my lord…” he continued, “A space bridge… all the resources required… It will surely gather… unwanted attention.”

“Let the Autobots come.” Megatron replied, “Optimus will be unable to muster enough forces to even approach the space bridge before we launch our team.”

“They could always call upon our greatest scourge…” Starscream growled, looking at his tattered wing. “I have yet to fix the damage from our last encounter with them.”

“If Prime unleashes the Dinobots then he is more a fool then I believed him already.” Megatron said letting out a laugh, “He would dare not risk the lives of those pathetic humans again. Especially after that lumbering oaf Grimlock destroyed an entire oil rig by himself.”

“That nearly cost us the comabticons…” Starscream added, “And without Bruticus, we would have never made such progress.”

“But Grimlock’s arrogance and unwillingness to follow Prime allowed us to escape with enough Energon to begin our project.” Soundwave said from behind the two. “And as the Autobots are sworn to protect human life, they were too distracted to follow us to this location.”

“Indeed Soundwave…” Megatron replied, turning to face his communications officer. “And by the time the Autobots do reveal our location… it will be too late, and I Megatron will finally have this planet while Prime and his followers beg for mercy as they are turned into slag!”

“By your word, Lord Megatron.” Soundwave said bowing, “I shall continue overseeing the construction of the space bridge.”

“Hurry up then!” Starscream snapped, “I will not allow you to stand here idly while there is work to be done.”

“An interesting sentiment, Starscream.” Megatron said looming over his lieutenant, “We can’t have anyone standing idly.”

Megatron then dropped several energon cubes into Starscream’s unsuspecting arms, nearly causing the Decepticon to fall over himself. “But, Lord Megatron!” He exclaimed, “You can’t possibly think that I should be given such an unworthy task!”

“Given your past service to me, Starscream...” Megatron growled, “You’re lucky I even allow you to see energon.”

Starscream Grunted in disappointment. How could he, the great Starscream, be forced to do such a medial task? His pouting was cut short however, when Megatron’s eyes met Starscream’s with a glare that would melt an I-beam. Hastily, Starscream fled his leader’s presence, allowing Megatron to bathe in the slender of his latest project alone.

“Soon, Prime…” he growled, “Soon that ancient humiliation you placed on me will be null and void, and I… Megatron… will not only rule this world, but all life in the universe!”

*~*~*~*~*~*~*~*~*~*~*~*~*

Alaska, midsummer, the land of the midnight sun:

The three jets cut down their thrusters and reverted to their bot forms. Silverbolt was the first to land, searching the area for the five they were searching for. After straining his optics, he turned to face his counterparts.

“Did either of you pick up their signals on the way here?” he asked.

“Just the one that lead us here…” Jetfire said, looking to the hologram projecting out of his wrist, “And this signal belongs to Sludge, the others are off the map.”

“Well, that’s just great…” Air Raid grunted, “Now they’ve gone A.W.O.L., and this was obviously, placed here to pull us off the trail. I’m reporting this back to Optimus.”

Before he could transform however, the ground shook, sending Air Raid and his partners to the ground. The earth broke underneath them, nearly sending them into the pit itself. It was Jetfire’s quick thinking that saved them however, transforming quickly into his jet form he saved his allies from what he believed to be certain doom.

“An earthquake?” Silverbolt said reverting to his own jet form. “I thought we were miles from the nearest fault line.”

“We are…” Jetfire said, typing several commands into his hologram, “And this is no natural earthquake… this is-“

Before he could finish the ground erupted with a thunderous boom, then a terrible roar form the very thing causing the quake. Sludge reared his head into the sky, lashing his tail into the air he nearly struck Silverbolt. Without a second’s hesitation Air Raid readied his nucleon charge rifle and aimed squarely at the robotic lizards head, but before he could fire Silverbolt grabbed his arm, sending his shot over sludge’s head.

“Are you crazy?!” Silverbolt roared, “He’s on OUR side!”

“He attacked us!” Air Raid replied. “I’m not gonna be torn a new exhaust pipe without a fight!”

“With that weapon you’d just make him mad.” Jetfire said, turning his attention to the recently risen Dinobot. “Sludge!” he called out, “Where are the others?”

Sludge looked up to the three jets, then to his surroundings. “Sludge not know…” he said, “Sludge look for them, but all gone… so me sleep.”

“So they are A.W.O.L.” Air Raid said, “NOW can we tell Optimus?”

“We still don’t know.” Silverbolt said thinking about what they should do next, “They could be-“

“We heard it straight from the Dino’s mouth!” Air Raid interrupted. “They’re gone! A.W.O.L.! Never coming back! Finito! What more do you-“

Air Raid was cut off by something flying through their little group, screeching like a crazed animal. Swoop, The Dinobots reconnaissance officer, had arrived. “Where you been?” he asked Sludge, “Long time pass since we hide with stealth signals, why you no look?”

“Sludge look… but no find, so Sludge sleep instead.” He replied.

“We had have YOU look for us…” Swoop sighed.

“Wait…” Jetfire said, “Did you say STEALTH signals?”

“Yeah…” Swoop replied, “Slag find them, brought them to Grimlock, he say they help us hide. To test we hide and Sludge find us, but he no find I guess.”

“How did Slag get the knowhow to-“

“Slag not knowhow, Grimlock knowhow.” Swoop corrected.

“Is Grimlock coming?” Silverbolt asked, looking to Swoop.

“Grimlock coming.” Swoop answered, “And he already know what you here for.”

“How does he already know?” Air Raid asked, “He’s just a dense as the rest of you.”

“Because puny Jet-bot…” a deep, commanding voice said from behind the three jets, “Me Grimlock… Me KING!”

Air Raid nervously turned around to see the unmistakable blue visor of one of the Autobots mightiest combatants, the legendary Grimlock, known both for his prowess in combat and his insubordination to Optimus and other higher ranking Autobots. He stood there glaring at Air Raid as if he were about to pay for a wrong doing, which in truth made him more nervous in Grimlock’s presence. After a minute of silence, Silverbolt was the one to break the tension.

“Grimlock.” He began, “We’re here to-“

“Bring me and Dinobots back to Ark.” Grimlock finished; much to his surprise.

“How did you know that?” Jetfire asked.

“Autobots weak,” He replied, “Not strong without Dinobots… not strong without Grimlock.” He beat his chest three times, “Optimus know that without Dinobots, they lose, Optimus need Dinobots to be strong, Optimus need Grimlock.”

“Oddly enough… your right.” Jetfire said reverting back to robot form, “The Autobots need you and your team Grimlock, the Decepticons are planning something big and as you know, there are so few of us now.”

“You need Dinobot help?” Swoop asked, “But after last time you say you no need Dinobot help.”

“We do now.” Silverbolt said stepping before the three Dinobots present, “Optimus needs you, the Autobots need you, but most of all humanity needs you.”

“Grimlock could care less about puny, weak humans.” Grimlock said coldly, “But Grimlock will crush all Decepticons who are in way of going home to Cybertron.”

“That’s the… spirit…?” Silverbolt said confused, “So are you ready to return to the ark?”

“No…” Grimlock said turning away from Silverbolt.

“WHAT?!” Air Raid exclaimed, “You’re denying a direct order… from a PRIME! That’s a violation of order code 1937 D! I’ll have to-“

“Grimlock wait for Slag and Snarl.” He interrupted, not bothering to look back, “They slower than Swoop and Grimlock. We ready when they arrive.”

Air Raid was speechless, he didn’t expect that amount of loyalty out of one he considered a mindless brute. The look on his face managed to get a snicker for the usually stoic Silverbolt and the always professional Jetfire, but when he finally brought himself out of his shock he felt a new sense of respect for the giant Autobot. Though Grimlock was a hothead who rarely listened to orders he saw that Grimlock’s team was very important to him Some ten minutes later the two missing Dinobots showed up and after some careful maneuvering and adjusting, Silverbolt and his team were ready to transport the Dinobots back to the Ark.

Several tense hours had passed inside the ark as the other Autobots prepared for what could be the most pivotal battle in their war against the Decepticons. Optimus was watching over the preparations, ensuring that nothing was left to chance in the upcoming battle. His commanding trance was only broken by the sound of frizzled and choppy signal that was coming from Teletraan one.

“Opti… This is… bolt… co… in… …mus…” the transmission was gargled, and a few broken words didn’t cut it for the Prime.

“Preceptor, Prowl!” Optimus yelled into the massed group of Autobots, the two in question perking up the instant their names were called. “Teletraan, is acting up again, I need you two to repair it so we can receive an incoming transmission from out brothers in the field. Ironhide, Cliffjumper, Jazz and Bumblebee, I want you four to check the towers outside; we can’t simply assume that this is a simple mechanical failure.”

“Will do Prime!” Ironhide replied with a salute, “Come on you three, maybe I’ll tell ya ‘bout the time ol’ Optimus and I fought our way to the core back on Cybertron.”

“Oh sure go ahead!” Cliffjumper said sprinting past the three, “I’m sure the story gets better the twelfth time!”

“Stay cool fellas!” Jazz said swinging past Cliffjumper with his grappling hook, “We don’t need our chassis heated up right now! Let’s save it for those Decepticon cats.”

“Jazz is right.” Ironhide said, “Now let’s go make sure that those towers are still intact.”

Optimus watched the four bots disappear outside and then turned his attention to the two that were now working feverishly on Teletrraan. “Can you fix it?” he asked looking over Preceptor’s shoulder.

“Of course I can Optimus.” He replied confidently, pulling out his sonic driver, “But as with every piece of art it will take some time.”

“He’s right Prime.” Prowl added, “We may need a few minutes to get Teletraan up and running again.”

“Of course…” Optimus sighed bringing his hand to the bridge of his faceplate, “Just hurry…”

Meanwhile outside the Ark, Ironhide, Jazz, bumblebee and Cliffjumper had reached the communication towers. What they saw sent a chill down their frames. Lazerbeak, Sowndwave’s most reliable servant was cutting the wires to Teletrran’s communication systems. Ironhide motioned the others to remain in position as his arm to the form of a Scatter Blaster, he was close enough for the blast to take full effect on the Decepticon. Steading his self for the shot he almost pulled the trigger, but Cliffjumper jumped in front of the shot, making Lazerbeak aware that he was not alone. With little hesitation He sped off into the sky leaving the four Autobots in the dust.

“What in Primus’s name were you thinking kid?!” Ironhide yelled, “I coulda blasted you a new exhaust pipe and then some!”

“I was trying to capture him…” Cliffjumper said, “Maybe if we caught him we could download his memories and find out where those Deceptacreeps were building that space bridge.”

“That’s some smooth thinking there kid.” Jazz said patting him on the back, “But we could’ve done that if that old rust bucket got in a good shot.”

“I might be old but I ain’t rusty yet!” Ironhide snapped, “Now did any of ya bring a self-repair kit?”

The three Autobots looked to one another, each shaking their heads. Ironhide then let out a small laugh and pulled a small kit from out behind him.

“You kids these days…” He said attaching the kit to the damaged tower, “Never leave the house prepared.”

“We’ve got it!” Preceptor said triumphantly, as Teletraan’s systems went completely online once again.

“Thank the maker…” Optimus said relieved. Just at that moment a call came in from Silverbolt.

“Optimus?” He said frustrated, “Optimus are you there? I have the Dinobots, we’ll be at the Ark within the hour.”

“Understood Silverbolt.” Optimus said, “I’ll ready the others for your return, Prime out.”

Just as Optimus cut communications with Silverbolt the four that he had sent to investigate the towers had returned.

“I assume that everything was well?” He asked looking to Ironhide.

“Nothing we couldn’t handle.” Ironhide replied, “So did ya get communications up and runin’ again?”

“Indeed.” Optimus replied, “And I believe I have you to thank for that.”

“Maybe…” Ironhide said with a smile, “So what’s the word on the Dinobots? Are they coming?”

“Within the hour old friend.” Optimus said looking to the entrance, “and once I inform them of the mission we’ll be able to roll out.”

“You’re gonna tell them about Shockwave?” Ironhide gasped.

“I won’t lie to them Ironhide…” Optimus said, narrowing his optics, “If they ask I will tell them, but they don’t need to know that Shockwave maybe involved upfront.”

“I understand Optimus…” Ironhide said lowering his head, “Tough choices?”

“Tough choices…” Optimus repeated, looking back to the other Autobots still preparing.

Almost an hour had passed before the sound of jet thrusters thundered through the Ark. Silverbolt and his team had returned along with their cargo. “Optimus!” Silverbolt said sprinting to his leader along with his fellow team mates, “Mission accomplished.”

“Well done Silverbolt.” Optimus said nodding. “All of you have done good today.”

Silverbolt then rendered a salute, which made Grimlock sigh sarcastically and shrug his shoulders. The action didn’t go unnoticed by Optimus, or any other Autobot present. He just returned the salute and then made his way to Grimlock and his team.

“It’s been quite some time Grimlock.” Optimus said extending his hand, “It’s good to have you back.”

The Giant Autobot crossed his arms and stared down at his ‘leader’. Grimlock was nearly twice Optimus’ size, ten times stronger and there was that ever so present concern for the weak creatures that called this planet home. If he were to lead the Autobots then this war would be over and they could return to Cybertron, his beloved home, the home that he was willing to die for, not this puny rock full of fleshy, pathetic beings.

“I take it that nothing happened at your new station?” Optimus asked, bringing Grimlock out of his thoughts.

“No…” Grimlock growled, still staring Optimus down.

He didn’t really think that he needed to know about the signal jammers that Snarl had happened upon while they were undergoing a covert mission in a recently ‘abandoned’ Decepticon base, and he used that term because it was his team that made it abandoned. He also knew the real reason why he was summoned with his team. He knew that Optimus was planning an attack on the alleged space bridge the Decepticons were building. However there were a few things he knew that Optimus didn’t, like that the space bridge was real and where it was located.

“You go through lots of trouble to bring us back…” Grimlock growled, looking to the somewhat terrified Autobots the filled the Ark. “Why?”

That was the thing that separated Grimlock from the other Dinobots; he was actually very intelligent, for a Dinobot at least. The whole ‘Me Grimlock’ thing was just a ploy so that others could assume he wouldn’t know what they were talking about. He wanted to know if Optimus would tell him the truth, or lie to him and hope he was too stupid to understand.

“Our enemy has been attacking human resources at an alarming rate…” Optimus began, “And…”

“That old news…” Grimlock said waving his hand, “And as if me Grimlock care about puny humans… they weak… and among the winners there is no room for the weak.”

“I didn’t bring you here to argue philosophy Grimlock.” Optimus replied annoyed, “I brought you here because I need your help.”

“What a surprise…”

“Please listen to me Grimlock…” Optimus said letting out a sigh, “The Decepticons have been stealing human resources to build a space bridge…”

At least he was telling the truth about that, Grimlock thought.

“If they are allowed to succeed then they WILL be able to defeat us, and many more worlds will fall starting with this one.”

Grimlock remained silent, his optics staring squarely down at Optimus’. He knew that he was withholding something from him, but what he couldn’t figure out. However he decided not to pry, it had been a very long time since he and his team had had a good brawl.

“Ok Optimus,” Grimlock said walking past Optimus, “Dinobots help… but only if they follow Grimlock’s orders… not yours.”

“Very well…” Optimus said, much to the surprise of the other Autobots, he had to have been desperate, they all thought. As if calling on the Dinobots wasn’t a sign enough, he was now giving Grimlock full reign over his very dangerous, very powerful comrades.

“Then you have Grimlock and Dinobot help.” Grimlock said walking up to Teletraan one.

“What are you doing?” Preceptor asked as he was pushed to the side.

“Helping…” Grimlock said pulling a small chip out from the back of his head.

Before anyone could protest Grimlock placed the chip into Teletraan one, sending it into overdrive as it processed the information the chip held. Finally a hologram emerged from the motherboard, blueprints, locations and individuals among the Decepticon ranks. Information that just blew the minds of all that saw them.

“Grimlock…” Optimus said awestruck at what he saw, “What is that?”

“Location of space bridge.” Grimlock replied pointing to a maker on the map, “North… in Greenland.”

“How did you get this information?” Optimus said sternly.

“Ask no questions…” Grimlock said forebodingly, “And be told no lies…”

Optimus glared at Grimlock. Knowing for a fact that he had deliberately disobeyed his orders, but he soon realized that without that insubordination they would be lost when it came to finding Megatron’s space bridge.

“Let’s not waste any more time.” Optimus said turning to the other Autobots, reading his blaster “Autobots ready the transport! Because now we have few allies, and time isn’t one!”

With several more hours of preparation and finally all the Autobots, minus the jets, Preceptor and Bumblebee were off to Greenland. The ride was long for all who were on the trip, but the ride especially long for Grimlock. He spent each second of each hour racking his neural processors trying to think about what Optimus was withholding from him, but ever since his transformation, it made it very hard for him to process thoughts. He would have to excursive patience, knowing soon that the answer would come.

The transport landed about ten miles away from the actual location of the bridge so that the assault could at least stand some chance of surprise. It didn’t take long for them to get to the site, maybe thirty minutes, but when Optimus looked over the edge of the crater the space bridge was supposed to be in fear came over his very being.

“No…” he whispered to himself, “We’re already too late…”

*~*~*~*~*~*~*~*~*~*~*~*~*~*~*

Ten minutes earlier.

“Is the bridge stable?” Megatron asked looking over Sowndwave’s shoulder.

“Yes Lord Megatron.” He replied, “Ready for coordinates.”

“Send it to the location of our last communication with Shockwave.” He ordered, “Whatever he found was important enough for him to use some of the precious energon he has left to signal us.”

“As you command, Lord Megatron.” Soundwave said igniting the energon batteries, unleashing an unholy sound across the land.

A light began to flicker around the pillars, with each passing second the light became brighter and lasted longer. Until finally, the light was at a constant, glowing the eerie mix of green and blue that all space bridges are known for. The moment the bridge had become stable Starscream landed just behind Megatron, looking at the space bridge underwhelmed.

“How do we even know that he’s still at that location?” He asked, “He could be megamiles away from where we’ve pinpointed his signal.”

“Shockwave is a Decepticon of logic Starscream.” Megatron growled, “If we were to send a message to us requesting transport to earth he wouldn’t wonder off from the position he sent it at.”

“Well I still don’t see anything stepping out of-“

Before Starscream could finish his thought the consistency of the space bridge began to falter. Something was coming through the bridge. Without hesitation Starscream readied his Null Ray, prepared to blast whatever was coming through back to Cybertron if necessary, but before he could steady his aim Megatron grabbed his arm in his crushing grip and threw him into a nearby boulder.

“I will NOT allow such stupidity to threaten a chance at my supreme control!” Megatron roared, “If whatever lies beyond the bridge IS hostile, I will deal with it myself!” Megatron then made his way to Starscream, who was still holding his arm in pain. “Do I make myself clear?”

Starscream looked to his damaged arm then back up to Megatron, the furry in his eyes could turn even the fiercest of sharkticons into a cowardly insect. “Y-yes… Lord Megatron…” Starscream said rising back to his feet.

“Good…” Megatron said turning back to Soundwave, “Ensure that the bridge remains stable… I wouldn’t want Shockwave to be lost in limbo.”

“Yes Lord Megatron.” Soundwave replied, turning several knobs on the panel before him.

The space bridge continued to act up, sending random bursts of electricity into the air. It took Sound wave all his skill to maintain it, because even with their recent successes in acquiring energon it was still barely enough to keep it running. He had to maintain the careful balance of power and energon conservation in check, or else the bridge would fail and send whatever was trying to come through into a pocket dimension incapable of maintaining any life. Several tense moments passed until finally a shadowy figure formed from within the light. The figure walked closer and closer until it became clear to any Cybertornian who the silhouette belonged to.

“Shockwave…” Megatron said with a smile. “It has been some time.”

“Yes Lord Megatron.” Shockwave replied focusing his eye on the surrounding area, “This world is full of resources, it was logical to come here. If done properly we will be able to rebuild Cybertron within a few megacycles.”

“That’s why you are here.” Megatron said, “We received your message about the possible location of an artifact?”

“Indeed.” Shockwave replied, holding up a hologram on his wrists. “In the last days of the war on Cybertron, the Autobot leaders thought it wise to expel their most powerful and ancient creations into space so that the approaching Decepticon forces would be unable to use them against their soldiers. It was a most logical conclusion, for if we were to get our hands on one or two of the devices, most Autobots would be nothing but partials floating in the sea of rust by now.”

“I don’t require a history lesson Shockwave,” Megatron said, “Tell me why you decided to finally make contact after nearly four million years.”

“As I have already explained… Several artifacts were sent off Cybertron to stem the tide of Autobot casualties…” Shockwave continued bringing up yet another hologram on his wrist. “But these artifacts had distinct signals attached to them. So that in the chance the war would end the Autobots could retrieve them… they never thought that we would be able to pick up the same signals.”

“You managed to track down one of the artifacts?” Megatron asked in excited shock.

“Several actually.” Shockwave replied, “But there is one that would grant us limitless energon and infinite power… the Titan Sphere.”

“The Titan Sphere?!” Starscream gasped, “That is merely an old legend, such a device never existed.”

“Then perhaps you could explain THIS to me.” Shockwave said, showing him a distinct spherical shape. But that’s not what was special about it. The markings however sent chills throughout his core.

“That’s… that’s-“

“The very same Sphere that allowed Primus himself to create the thirteen original Primes and the same sphere that granted them their vast power and knowledge.” Shockwave finished. “And it was one of the artifacts that was sent into the far reaches of space… for millions of years it was lost… until now.”

“You have found the Titan Sphere?” Megatron asked, “Where?”

“Here” Shockwave answered, pulling up a third and final hologram, “In the constellation known as Orion, near the horse head nebula. Its signal is on one of the planets of a nearby star.”

“Then we mustn’t waste any more time…” Megatron said turning to Soundwave, “Put these coordinates into the space bridge…” He ordered, smiling to himself. “We have a date with destiny…”

*~*~*~*~*~*~*~*~*~*~*~*~*~*~*

Optimus couldn’t believe what he was seeing. A working space bridge, it had been so long since he had seen one that he all but forgot what one looked like. However that wasn’t the only thing that caught his attention. There were four Decepticons very close to the bridge, Megatron, Starscream and Soundwave were a given, but the forth made his hydraulics run cold. Shockwave was already among them, he was hoping that if he was right that they could at least get there before the Decepticons could bring him over.

Unfortunately that wasn’t the case, scenarios ran through Optimus’ mind, trying to think of a way to salvage the situation before it came to a head. If he ordered the Autobots top fall back then he’d risk the entire universe, but if he were to wait for the right moment to ambush the Dinobots would see Shockwave and lose all control and he would run the risk of losing every Autobot present in the ensuing battle. After some thought he decided that the risk to the universe was too great, he and the Autobots were ready to die for the cause of freedom.

“Why you take so long to act?” Grimlock asked from behind him. “We take space bridge now or we lose it!”

“Grimlock get down!” Optimus said franticly, hoping that he wouldn’t notice a certain Decepticon. “You’ll blow our cover!”

“Grimlock not sure why you so-” at that moment Grimlock’s optics fell squarely on the one Optimus was desperately trying to hide from him. The memories of torture flooded his mind as rage began to build from within, “S-Shockwave…” he growled.

“Grimlock stand DOWN!” Optimus ordered, but it was no use, Grimlock was already too far gone.

“SHOCKWAVE!” He roared pulling his sword out and summoning his shield, he ran into directly into the fray, cutting down several Decepticons in the process.

“Autobots!” Optimus roared reading his blaster, “Provide Grimlock covering fire!”

The sound of weapons firing and metal being ripped apart drew that attention of the Decepticons overseeing Soundwave’s progress. Megatron was the first to realize what was happening and quickly called upon the Combaticons, Onslaught, Brawl, Swindle, Vortex and Blast Off.

“Yes Lord Megatron!” Onslaught said standing before his peers. “What do you need us to do?”

“Quickly form Bruticus!” He roared, firing his own weapon, “We cannot allow any intrusion on Soundwave’s progress!”

“By your word Lord Megatron!” Onslaught replied, “You heard him Combaticons! Activate Bruticus!”

The five robots fell into their formation, changing into various parts. Blast Off and Vortex formed arms, Brawl and Swindle comprised the legs and finally Onslaught made the Torso. Quickly connecting to one another the monstrosity finally formed a head with a pair of deep purple eyes. Bruticus, the mightiest of the combiners, was complete.

“Bruticus go NOW!” Megatron roared, “Bring me every Autobot head, but leave Optimus… he’s mine…”

“It will be done Lord Megatron.” Bruticus replied, slowly making his way into the fray.

Meanwhile, on the other side of the crater the sounds of violence and destruction grew louder and louder. Grimlock was cutting his way through those Decepticons who were foolish enough to try to stop him, they had to know that they didn’t stand a chance, but it mattered little to him, just as long as he could rip Shockwave’s arm off again, then the rest of his body. The moment his blade impaled yet another Decepticon soldier he saw a towering mass of metal slowly making his way to him, Bruticus. He didn’t care who got in his way, if they were between him and Shockwave, they were getting turned into scrap, but at least now it was going to be a challenge to get to his ultimate goal.

“SHOCKWAVE!” Grimlock roared again, sprinting at top speeds towards Bruticus, who followed suit and also began to charge.

Before the two ran into one another Grimlock jumped into the air and slammed his fists into the ground, sending shockwave across the crater, but that wasn’t the end of it, Grimlock was transforming. His body surged as the multiple parts that made him who he was began to shift. Starting with his arms his fingers disappeared and formed powerful talons. His legs and torso folded into one another, followed by his sword which created his powerful tail and cylindrical body, finally his head folded into his hew chest sprouting small arms and lastly, a fierce reptilian head. Flames shot out of the titan’s mouth as he roared to the sky, making all who had surrounded him flee in terror.

Now in his new form the Dinobot continued his charge to Bruticus, until at last, the two monsters collided. It was like a train wreck on steroids, both combatants rolling over one another struggling for dominance. It didn’t seem to matter to them that they were squashing anyone that was in the way. The two finally came to a stop, with Grimlock on top, biting and bathing his foe in intense flame. Bruticus quickly threw the Dinobot off, allowing both a short pause in their conflict.

“Move away Bruticus.” Grimlock growled, “This between me and Shockwave… not you.”

“To get Shockwave You’ll have to get through me!” Bruticus declared, reading his propeller shield.

“Grimlock hoping you say that…” Grimlock said quietly just before the two charged one another yet again.

As the two titans clashed another pair was exchanging blows of their own. Megatron and Optimus crossed steel again and again neither had a clear advantage, both were so equally matched that there was no true way to tell who was winning.

“Not bad for a Librarian…” Megatron scoffed, “Perhaps you should’ve spent more time in the pits.”

“And you could’ve spent more time in the library.” Optimus retorted, “What happened brother? You once stood for the same thing I stand for now! In fact you inspired me to stand in the first place!”

“YOU happened!” Megatron roared sending his mace towards Optimus’ face, only to be blocked by his axe. “You stole the title that rightfully belonged to ME! I was supposed to lead Cybertron to a new glorious age, not YOU!”

“You were willing to take away the most basic rights form all of Cybertron!” Optimus yelled pushing him back, “A Prime’s duty is to protect and preserve freedom! Not to steal and destroy it!”

“Enough philosophy, let’s finish this!” Megatron roared reading for a devastating blow. “NOW!”

The attack was barely blocked by Optimus, sparks flew off his axe the moment Megatron’s mace met it. Now he was fighting Megatron’s might from completely overwhelming him, he continued to fight, but with every second Megatron seemed to be gaining the upper hand. While the two were struggling among one another Starscream landed in the distance, training his Null Ray squarely on Optimus’ head.

“I shall have the glory this day Megatron…” Starscream smiled to himself, “Once I kill the Prime all shall see that I am the TRUE leader of the Decepticons!”

He was about to take his shot, but he failed to notice the two titans battling behind him. The moment he turned around he was nearly flattened by Bruticus. He started to transform but before he could finish Bruticus’ hand fell directly on him. Felling something in his free hand Bruticus used it as a weapon against Grimlock, unaware that it was Starscream. He tried to yell at the monster that had him but every other second his body was being slammed against the nearly indestructible skin of a Dinobot.

“Are the coordinates set?” Shockwave asked Soundwave, “It would be highly illogical for me to stay here any longer. I must be off to retrieve the artifact.”

“Coordinates set.” Soundwave replied, “Ready for departure.”

“Excellent.” Shockwave said looking to the bridge, “There’s no need to send anyone else, I shall be-“

Shockwave was suddenly knocked into the portal by the furious fighting of Grimlock and Bruticus, Starscream being involuntarily included. It didn’t take much longer for all three of them to fall through the portal as well, sending the bridge into overdrive. The sudden flux of energy was too much for Sound wave to control. He ran from the control panel and jumped the second the entire rig exploded, sending molten debris across the battlefield. The explosion caught everyone off guard, even so much as to pause the conflict between Optimus and Megatron.

“No…” Megatron said dropping his mace, “No… no… NO! MY SPACE BRIDGE!”

He ran to the wreckage, followed closely by Optimus, who was also shock at the carnage he saw. Bodies of both Decepticon and Autobot littered the crater. Many were severely wounded, including a few that were searching for missing limbs. The sight devastated him, there was only one other time that he saw so much death and that was back on Cybertron.

“No more…” Optimus said placing his hand on Megatron’s shoulder. “We have lost great soldiers on both sides… there is no need to continue any further.”

Megatron was silent still staring at what used to be his ticket to universal control. Several tense moments pasted before he finally spoke.

“Leave… Take your dead and wounded and leave…” He said slapping Optimus’ hand off of him, “Now.”

“Thank you brother.” Optimus said quietly.

“I said Leave…” Megatron hissed, “Before I change my mind…”

Megatron left Optimus with no more than a word before he saw Soundwave rising from the rubble of the space bridge. He looked to the devastation before brushing off some of the debris that clung to him. Finally he looked to the hologram that suddenly appeared on his wrist.

“Did it work?” Megatron asked. “Are they at the target planet?”

Soundwave stared at the hologram for a few seconds before finally turning his attention to his leader and nodding, “All four Decepticon signatures identified.” He said.

“Excellent now there’s still a chance that-“

“And one Autobot signature.” Soundwave interrupted.

“WHAT?!” Megatron roared, “Who among them would be foolish enough to- Grimlock…”

*~*~*~*~*~*~*~*~*~*~*~*~*~*

“Urrgh…” Grimlock groaned reaching for his head, “Grimlock not feel good…”

He knew that much at least, his optics were fuzzy, his auditory sensors were ringing and his equilibrium calculator was going haywire. He sat up slowly shill cradling his head in his hand, but that couldn’t be right, last thing he remembered he was in dino mode. ‘Just how long was I out?’ He thought to himself while his inner workings finished reconfiguring themselves. Once they were done he realized that something was different, he wasn’t in Greenland anymore.

“Space bridge…” he said to himself, “Must’ve fallen into it while fighting.”

Grimlock pressed two fingers into his commlink, listening for any chatter, but all he got was static.

“Slag? Come in Slag it Grimlock!” But the only response was static yet again, swallowing some of his pride then tried to make contact with the only other individual the he thought would hear him.

“Optimus? Prime… Come in Prime it ME GRIMLOCK!” again static, which lead to a great deal of frustration within the giant metal titan. “Now what Grimlock to do?”

He pondered that thought for a second or two before remembering what exactly conspired to get him in this position in the first place. The fighting in Greenland, over space bridge, a space bridge that had… Shockwave. Grimlock then shot to his feet and roared in primal anger, he was so close to finally destroying the one that did this to him and he had gotten away. Grimlock proceeded to punch the ground at his feet, sending small tremors through the forest that now surrounded him. He continued to do this until a thought suddenly popped into his head.

“Grimlock know what to do now…” he said to himself, “Grimlock go find Shockwave, then KILL Shockwave… then Grimlock go home. Now to find…”

Grimlock strained his optics to find a path or trail of some sort. That’s when he saw a small dirt trail leading off into the distance. Though he knew that Shockwave couldn’t have taken that path, he thought it could lead to a town full of those fleshy things. Even though he didn’t like them they would at least know that he was an Autobot because of his symbol and they may be able to point him in the right direction.

Grimlock followed the path until he saw buildings in the distance. He continued in the direction to the town, but he kept himself low, knowing that some of the weaklings overreacted when they saw his race. That was another thing the trees were really, really small compared to him, he thought little of it however he just wanted to ask one of the puny humans a question and then continue his quest to kill Shockwave. When he finally reached the edge of the forest he poked his head out of the trees. What he saw confused him beyond all reason.

It was a town alright, but there were no people, in their place were tiny little horses, each a different vibrant color. Some looked like regular horses, but some had horns, others had wings, he even swore he saw one with both standing next to a tree. Grimlock shook his head several times just to make sure that his optics weren’t playing tricks on him, but the little horses were still there after each shake.

“Me think… don’t think Grimlock on Earth anymore…”

Grimlock vs. Ponyville

View Online

One day earlier…

Starscream had just woken up, odd given the fact that he was used as a makeshift club against something as hard as Grimlock, he didn’t think that he’d even wake up after that. Running a quick diagnostics check over his systems. The initial scans didn’t look to promising.

“Sixty percent damage to my left arm… severely dented chasse…fractured wings…” he growled to himself, “The only thing that barely sustained damage was my face… Thank the maker.”

Starscream was about to complain to himself even more if it weren’t for the sudden rustling amongst the trees nearby. Reading his Null Ray the cowardly Decepticon aimed it toward the sound prepared to pull the trigger at whatever appeared. It was soon made clear to Starscream what exactly it was that terrified him so, a rabbit, a small white rabbit. The tiny creature hopped out of the brush, causing him to stumble back onto his rear end. The rabbit didn’t really take notice of him; it even hopped onto Starscream’s chest as he attempted to rise to his feet.

“Such an inferior creature…” Starscream said trying to bat the bunny off of him, “If I had the mind I would blast you into dust! But that would be a waste of energon…”

The rabbit then looked to Starscream’s direction; fear filled its face before it burst back into the bushes, leaving Starscream to gloat. “That’s right you insect!” he yelled, “Cower in fear at the might of STARSCREAM!”

“Star… scream…” a deep voice suddenly said from behind him, causing his hydraulics to run cold. Slowly turning his head to the direction of the voice he saw what the bunny had actually fled from, the large reptilian head of the mighty Grimlock.

“EIAGH!” Starscream cried falling back onto his caboose, “Don’t hurt me! I’m wounded There’s no sport in-“

Starscream paused his begging after he noticed that he wasn’t being chewed up after the first few words of his plea. Taking a good hard look at the Autobot before him, Grimlock was still in Dino mode, but his optics where flickering on and off. Nervously he extended his hand towards the titan’s jaws, trembling more and more violently as he inched closer, until finally he made contact. Grimlock flinched at the sudden contact, causing Starscream to sprint behind the nearest tree, but when he saw that Grimlock didn’t pursue him. He jumped out from behind the tree in triumph.

“It seems the mighty Grimlock is now at the mercy of the great and powerful Starscream!” he said confidently placing his hands on his hips, “Even Megatron can’t best this foe, when they hear of how easily I dispose of you every Decepticon will quickly bend a knee to me instead!”

Starscream readied his one good Null Ray and aimed his shot square between Grimlock’s eyes, grinning like a loon the moment his weapon became fully charged.

“It would be highly illogical for you to take such action.” Yet another voice said from behind Starscream, making him jump yet again and miss his shot in the process.

“Shockwave!” Starscream yelled, “You interrupted my moment of victory! I was just about to end this pathetic warrior’s spark, but you interrupted!”

Starscream readied to fire again, only to have his weapon pushed away by Shockwave. He was about to protest again, but the scientist ignored him, pulling out his sonic driver and inspecting the downed beast.

“Step aside Shockwave!” Starscream yelled frustrated, training his sights on him. “Or I shall dispose of you too!”

“That would be very painful…” Shockwave said ignoring his warning.

“Indeed, now-“

“For you…” he finished turning around to face Starscream, pushing his Null Ray into his own chest.

Starscream backed off, knowing that he was no match for Shockwave in one on one. Shockwave may have been a scientist, but through his research he found way to amplify his own skills, even to the point of matching and possibly surpassing Megatron’s. There was only one recorded instance where Shockwave had lost, and that was to the beast that lay before them.

“Very well Shockwave…” Starscream said, “But only because you are more useful to me alive.”

“Your reasoning is sound.” Shockwave replied, turning his attention back to Grimlock, “However I cannot say the same for you.”

Starscream was about to respond with a shot to Shockwave’s back, but his curiosity had gotten the better of him. “Why are you examining him?” he asked, “We could easily destroy him here and now!”

“That is impossible…” Shockwave said, logging several notes into his holopad.

“How so?”

“Grimlock in this form is to the best of my knowledge indestructible.” Shockwave answered scanning him for any damage, “He can even endure a dark energon explosion at ground zero with no damage. I believe that he may even be able to survive the destruction of a planet without as much as a scratch.”

“What makes you so sure?” Starscream asked crossing his arms.

“Because I created him.” Shockwave replied coldly, “It took me mega cycles to perfect his design. I made him the ultimate killing machine.”

“There has to be a weakness.” Starscream said looking Grimlock over, “A failsafe…”

“There is…” Shockwave answered, “Grimlock cannot maintain this form, at most it can last for twenty earth hours… and even then his robotic form is only slightly more vulnerable. It would be highly illogical for us to stay here and wait for that time to come, because it would be reasonable to believe he would awaken by then.”

“If you say so…” Starscream said, “But shouldn’t we search for the combaticons? They are more than likely strewn across this new planet.”

“I find your logic acceptable.” Shockwave answered, “We will be able to acquire the Titan Sphere faster if we had a larger group.”

“We’re on the planet that hides the Sphere?”

“Indeed…” Shockwave said pulling up a hologram from his wrist, “It is located several megamiles away from here, but we must gather the combaticons first, there is no need to risk or sparks in combat if we can have an asset like Bruticus.”

With that the two Decepticons left Grimlock to his own devices. Now Grimlock was contemplating what he was going to do about the development before him. He was barely hidden amongst the edge of a town that had little horses doing what normally did. The only time Grimlock had even seen horses was when he was at the Ark and Ironhide was watching some human T.V. ‘The Cowboys’ was what it was called. Grimlock liked the big human that was in it, he seemed very tough.

“Maybe because these horses act like people they are people…” Grimlock said to himself, “Because they are people they should know me Autobot… so if me ask directions for finding Shockwave they help.”

Normally Grimlock didn’t ask for help, especially from the puny squishy things, but this was Shockwave he was after and he was willing to do whatever it took to destroy Shockwave. He strained his optics looking for a little horse that he believed could tell him which way Shockwave went. His attention finally came to a particular horse, mainly because it was the closest to him, a horse that had a pink coat, a blonde mane and a lily placed nicely behind her ear.

*~*~*~*~*~*~*~*~*~*~*~*~*~*~*

Lily Blossom was happily making her way across Ponyville, certificate placed firmly in her pearly whites. She had been going therapy for the past several months to rid herself of her Pantophobia (fear of everything) and today the doctor had finally said that she was cured of her ailment. Now that all of that was out of the way she could finally go back to work with her sisters at the flower shop.

“Hey Lilly!” Roseluck said happily waving to her baby sister, “I just heard the news! Congratulations!”

“Thanks Rosy!” Lily replied blushing, “It was really hard, but Dr. Psych was very patient with me, and now I’m officially fear free!”

“That’s amazing!” Daisy said embracing her sister for the first time in months, “How did you go about getting rid of all of your fears?”

“It was really easy actually.” Lily replied passively waving her hoof, “We just started with the most ridiculous fear of all!”

“Your fear of giant metal monsters from another planet?” Roseluck giggled, followed shortly by Daisy.

“Actually yes.” Lily said to their surprise, Roseluck had only been kidding; she had no idea that Lily was actually afraid of something so far out there. “Dr. Psych and I talked about that for days, until I finally realized how ridiculous that sounded, and the rest was a snap… relatively speaking that is… hey… what are you two looking at?”

Roseluck and Daisy’s eyes were small dots, their jaws agape in awe. They didn’t even acknowledge the fact that their sister was talking to them.

“Hello?” Lily said waving her hooves at them, “Equestria to Roseluck and Daisy! What is with you two right now?”

In an instant the two darted off into town, leaving Lily to cough up their dust. She was about to yell a few choice words at the two of them for ruining her certificate, but was stopped by the sudden appearance of a looming shadow, one that looked like no cloud she had ever seen. Nervously, she looked behind herself to see the origins of her new found shade, what she saw made all those months of progress with Dr. Psych go flying out the window.

A giant metal monster from another world towered over her, the sun gleaming off its metal chasse, showing only dimly glowing red lights and a distinct blue visor. She was frozen in fear as the beast stared right back at her. ‘Don’t move,’ she thought to herself, ‘it can’t see you if you don’t move…’ Unfortunately for her, it could see her, but before she realized it and ran off after her sisters she was encompassed by its giant metallic hand. Her screams were muffled until it unclenched its fist. She froze again, only this time she was face to face with the monster.

‘What do I do?’ she thought, panicking silently, ‘give it something? What should I give it? ... … … No not that, mother said wait for marriage and besides how could it-‘

“Hello puny fleshling…” the monster said snapping her out of her thoughts, “Me Grimlock, you know where-“

“IT CAN TALK!” Lilly screeched, causing the monster to drop her. “THE HORROR! THE HORROR!”

Lilly then darted off into town, leaving her ever so precious certificate at the feet of the monster.

“NO!” Grimlock yelled starting to chase after the little horse, “Me just want directions!”

In his haste to catch up with the little horse, Grimlock had accidently ran over a few carts and toppled a house or two. That revealed even more of the little horses, who in turn followed suit with the pink one he was chasing. Now instead of one screaming horse there were dozens of them, the constant blasting of his auditory sensors only frustrated him even further.

“Quiet!” He roared, “Grimlock only want Directions!”

He sent his hand into the crowd of panicked little horses and pulled one up to his face. “You know where Shockwave?”

“Put me down!” he pleaded, “I’ll get you a very good deal on a sofa… a BIG sofa!”

“Me Grimlock no want sofa…” Grimlock said casually flicking the little horse onto a nearby roof, “Me want Shockwave!”

“You wanna shockwave huh?” Grimlock heard from behind him. “Well how ‘bout THIS!”

CLINK!

The sudden impact that came across Grimlock’s face caught him off guard, even to the point where he fell down, collapsing a building or two in the process.

The ponies paused for a moment looking to the now fallen titan and then to their champion, who was doing several of her trademarked moves as a victory dance. They all cheered her name. “RAINBOW DASH! RAINBOW DASH!”

“Now, now…” she giggled, “there’s no need to praise Me.” the crowd fell silent, eyes still glued to Rainbow, a few seconds passed, leading her to let out a frustrated sigh, “but that doesn’t mean you should stop.”

The crowd began to cheer once more, Rainbow backing in the glory of her latest victory, but what she and everypony else didn’t know was that Rainbow had just done one of the most foolish things any living being could do in the known universe.

Grimlock roared in primal rage as he shot up to his feet, the once blue visor now a blood red. “ME ONLY WANT DIRECTIONS! NOW YOU MAKE GRIMLOCK MAD!”

Grimlock’s sword suddenly formed itself into his hand, fury pulsing through his very being. The crowd began to panic again, but Rainbow just brushed it off.

“So you’re tougher than ya look…” she said with a grin, it’d been a while since she’s had a challenge, “Let’s see how you stand up to THIS ONE!”

Rainbow coiled herself as best she could before unleashing all her pent-up force and then sprang towards Grimlock, sending a multicolored shockwave across the sky. The crowd cheered in awe at the sight. Knowing that now the monster would soon meet an untimely end at the hooves of the fastest thing in Equestria. Grimlock however stayed completely still, his sensors tracking his foe’s every move until finally, it was time to strike.

TUNK!

The sound of Rainbow Dash colliding with Grimlock’s energon shield sent chills down their spine, even more so than the few that watched the pegasus soaring through the sky to Celestia knew where. The crowd was silent eyes all on the titan that had easily defeated on of their greatest champions. Grimlock just stared back optics still glowing red for the insult that was handed to him. He roared once again, sending the little ponies into panic mode yet again, only this time he didn’t care, this time he was going to get answers… his way.

He tried to be nice, well as nice as he could be, but all the puny horses did was run and cower behind their little houses and that rainbow one kicked him, which was a step too far. Now he had a new plan, smash everything until one of them finally told him where Shockwave was. He liked this plan much better; he didn’t have to talk to anyone, his sword was always the better communicator anyway.

He began to drive his blade into the houses next to him, forcing the little horses inside back into the streets, but he made sure that he didn’t kill any of them. Grimlock could care little if he actually did kill one or two, but that wasn’t the point, it was the principle. Even though Shockwave turned him into a nearly mindless killing machine he was and forever will be an honor bound warrior at his spark. Millennia of fighting in the pits of Kolkular and later Iacon taught him that there is no honor in killing a weaker opponent and from what he could see the horses were even weaker than the humans of earth.

“WHERE SHOCKWAVE?!” Grimlock roared swinging his bade into the building in the center of the town, slashing through it like nothing was in its way. “Tell Grimlock or-“

He was cut off by the sudden feeling of being pelted from the behind. Grimlock turned around to see another horse, this one actually brave enough to not run away. He thought he could possibly catch this one and ‘convince’ it to tell him the whereabouts of Shockwave, but when another barrage of apples belted his face his initial thoughts disappeared, replaced by unmatched furry once again.

“Keep’em commin’ Big Macintosh!” Applejack shouted at the stallion behind her, “We need ta keep on hittin’ it ‘til it falls over!”

“Eeyup!” The large red stallion said throwing another barrel of apples to his sister.

Applejack drove her hooves into the barrel and pulled out several apples. Throwing them into the air she bucked them into the monsters direction once again. After seeing how easily it handled Rainbow Dash in a hoof to hoof conflict she thought she stood a better chance with a ranged approach, but even if that didn’t work it would at least distract it long enough so that Ponyville could be evacuated. Apple after apple hit its mark, but all it seemed to do was make the beast angrier, her shots became more frantic, less precise until finally she was standing in the shadow of the colossus.

Her eyes and mouth wide open in both awe and fear she watched it raise its mighty leg into the air before sending it towards her direction. If not for the quick actions of her big brother she may have been turned into applesauce. Neither had a clue that he was aiming solely for the barrel, but that really didn’t matter to them.

“We need to get Twi…” Applejack said staring at the monster that was now making a crater of where her apple barrels once stood.

“Eeyup.” Big Mac replied in agreement, the two then made a mad dash to the library, leaving the town to the mercy of a seemingly unstoppable monster.

“Grimlock growing impatient…” he growled, looking back to the destruction he had caused, “Why they not tell me where Shockwave yet?”

At that moment he was pelted once again from behind, but this time it was something much harder than apples. Grimlock turned around to see what he thought was a walking version of a human marshmallow, but its fancy mane and tail told him that it was just another little horse, just as brave as the two he had previously put in their place. At least some fight, he thought to himself, but in the end they were no match for him. Grimlock slowly made his way to his new foe, dragging his sword along the earth, making a distinct trail.

The little horse held fast, unlike so many others, but what was that odd glow coming from her forehead? Grimlock found out soon enough when a boulder nearly the size of his head collided head on with him, sending him to the ground for the second time today.

“Take THAT you ruffian!” Rarity said triumphantly, “I normally condone violence, but if you try to hurt anypony else… I’LL RIP YOU TO SHREDS LIKE I DID THAT GIANT CRAB!”

Grimlock began to stagger back to his feet until he was hit from behind by the rock yet again. The little horse had spunk, but spunk wasn’t going to stop Grimlock alone. The rock however may do the trick, Grimlock had a hard head but if the little horse applied the right amount of force it may be lights out for him, the thought of losing to a weak fleshling that looked like a marshmallow infuriated him to boiling point once again.

“Look out… HERE COMES TOM!” Rarity roared in a very unladylike fashion as she sent what she believed to be the final blow of the confrontation.

“Me Grimlock no like Tom!” Grimlock yelled, catching the boulder bare handedly.

Rarity watch in horror as the rock was crushed into dust and thrown into the air, which was followed shortly by a random cottage. Awestruck, Rarity watched the home fly over her head and land right on a certain fashion boutique. The following dust cloud covered her head to hoof in mud and other unpleasurable things, but perhaps worst of all, her mane was ruined.

“M-m-my…” she whimpered before hearing and feeling the thunderous steps of the titan behind her. She turned around, now only inches away from form the red visor of the beast. “WAHAH!” She shrieked darting out of sight, leaving the now even more enraged monster to himself.

“WHY THESE LITTLE HORSES NOT TELL GRIMLOCK ANYTHING!” He roared, “They just look at Grimlock and run away, but me only want directions! Not so much to ask! Grimlock ask where Shockwave, horses tell Grimlock, Grimlock KILL Shockwave, then Grimlock go home! That easy!”

Grimlock paused his rant the moment he noticed yet another little horse out of the corner of his eye. Another one with wings, but it wasn’t the same one that kicked him; this one was yellow with a pink mane and tail. Grimlock readied himself again for some kind of futile attempt to stop him, but the moment he stepped towards the little horse it fell over on its side, making a goat noise as it did so. Grimlock paused for a second, confused at what he had just witnessed.

“That just sad…” he said to himself turning around to see yet another little horse in front of him, but this one was regular, minus the pink body and puffy mane and tail. Grimlock sighed, his anger leaving him because of the constantly anticlimactic fights that he was recently in. he expected this one to be no different, raising his sword once again in hope of scaring the horse away he sent it towards her, but what happened next baffled him.

“HI!” it said happily, with the sword stopping only inches in front of her face.

“Wha…?” Grimlock tried to continue but the pink horse cut him off.

“I’m Pinkie Pie! Are you new to town? Oh I love new ponies! I can’t wait to be your friend! Let me get my welcome wagon! I’m sure you’ll… hey where ya goin’?”

Grimlock had seen enough, he was just going to leave and find a horse that would actually help him. He didn’t even take two steps until he felt something tap the side of his head. Grimlock turned to his shoulder to see the ‘Pinkie Pie’ looking at him questioningly.

“I asked you where you were going…” she said bouncing up and down, “Are you going somewhere fun? OH can I come! I really like having fun! Wouldn’t that be great? We could have fun toget-“

“Grimlock not want to have fun…” He said wiping the little horse off his shoulder, “Grimlock trying to find Shockwave.”

“Oh can I help?” Pinkie asked from his other shoulder, “I’m really good at finding things! Like this one time on a train… Somepony had taken some bites out of the Cake’s Marzipan Mango Maroon Madness or as I like to call it the MMMM… turns out that-“

“Grimlock no have time for this!” he yelled pinching the nape of Pinkie’s neck and tossing her to one of the few buildings still standing in the town. “Now Grimlock-“

“Do it again!” Pinkie exclaimed bouncing up and down in front of him, “Do it again! Do it again! Do it-“

“ENOUGH!” Grimlock roared raising his sword in anger once again, “Grimlock just want to be left alone!”

The blade came crashing into the ground; sending shockwaves across the town and making some of the still standing houses finally give way. Grimlock looked to the crater, there was no body that was good, at least she took the hint the fourth time. Then he felt something bouncing on his back.

“Wow… you’re really, really, really, really, REALLY strong Grimlock…” Pinkie said ogling the crater in front of them, “I bet you could carry everypony in Ponyville in one arm!”

“LEAVE GRIMLOCK ALONE!” He roared again reaching for her, only to see her standing in front of him an instant later.

“Aw come on sower steel.” She said happily, “I know just what’ll make you smile…” She then pulled a cannon five times her size out of nowhere, “My SUPER party cannon!”

Before Grimlock could retaliate he was blasted with confetti, streamers and all other assortment of party favors and gags. If it were physically possible every piece of paper on his head would have caught flame at that instant. He tried to be nice, he tried his way, he all but leveled the town, he even tried leaving, but all of that just continued to push all of the wrong buttons. His body began to pulse red, all there needed to be was one single, very small thing to happen and he would be completely lost in rage.

Grimlock was suddenly been lifted into the air by an unseen foe, mainly because of the confetti in his eyes. He was frozen in a rage trance, his body waiting for that enviable moment.

SLAM!

Grimlock hit the ground hard enough to leave a crater in his exact shape into the ground. the panicked ponies suddenly stopped at the sight of Equestria’s newest royal member, the student of Princess Celestia herself, Twilight Sparkle.

“Ya did it Twi!” Applejack said lightly punching her on the shoulder, “Ya stopped that thing!”

“I hope I did…” Twilight said, “After what you told me I thought that it would be unstoppable.”

“It certainly made a mess of the town…” Rarity said, doing her best to reform her mane, “It’ll take weeks of hard work to rebuild.”

“I’ll write a letter to Princess Celestia right away.” Twilight replied nodding, “I’m sure she could send some workers to help us… SPIKE!”

“I’m just glad nopony was hurt…” Fluttershy said stumbling to Twilight and the others, “That would’ve been awful.”

“But unfortunately for it we were there to stop it!” Rainbow Dash said confidently, skidding to a halt. “What can I say, we’re awesome!”

“Where have you even been Rainbow?” Twilight asked, “I’d think you’d be the first to try and stop it.”

“I did!” Rainbow replied quickly, but she didn’t want the others know that she was beaten so quickly by the now incapacitated monster. “But I had to feed Tank, so I left for a few minutes.”

Twilight raised her eyebrow at the noticeably sweating Rainbow Dash, but then shook her head, “Alright then… where’s Pinkie?”

“Here I am!” Pinkie said bursting out of the rubble grabbing Applejack’s hoof, scaring the hat clean off of her head.

“What in tarnation?!” she exclaimed, “Pinkie, whadya do that for?”

“I was playing Graboids!” Pinkie replied playfully, shoving herself back into the hole, “You never know when we’ll strike!”

“Pinkie… you are SO random…” Rainbow said with a smile before turning to walk off, but the moment she took a step the very ground beneath her started shaking.

“An earthquake?” Applejack asked, looking around.

“That couldn’t be it; we’re miles from the nearest fault line…” Twilight said looking to around the town…”

“Stampede?” Rainbow suggested, “Because of all the times to have one… now would be-“

A deep metallic sound echoed from the carter the monster just made, followed closely by a heavy foreboding growl. The six walked closer to the crater. Their curiosity, excluding Fluttershy, getting the better of them. Both sounds became louder and far more violent with each passing second until suddenly it all stopped.

“Well…” Twilight said turning back to the her friends, “Looks like it was just-“

The earth erupted in flame and earth around the crater, sending all the ponies into the air. When they landed they cast their gaze to the monster, only now it was something completely different, it was something far more primal and even more terrifying. They all were frozen stiff, praying to Celestia that it didn’t see them among the rubble, but then it stared directly at all of them. The silence was torture for the ponies, they wanted to know if they were either safe or doomed, when a primal roar accompanied by flame rang out in their direction, Rarity was the first to react.

“EVERYPONY RUN!” she exclaimed darting into the ruins, her friends quickly following suit. Except for Fluttershy, she had to be flown away by Rainbow Dash because she was paralyzed by fear.

“Is it followin’ us?” Applejack asked looking behind her, to see several housed burst into dust behind them.

“Is that a good enough answer for you?!” Rainbow yelled back speeding past her cohorts.

“I didn’t need yer sarcasm RD!” Applejack snapped back.

“Enough!” Twilight yelled behind herself, “we need to get to the library!”

“How is a book going to save us?!” Rainbow exclaimed.

“It won’t but the elements will!” Twilight said as her horn began to glow, in a flash the girls were in the middle of the library, standing before their best and last hope, “Alright…” Twilight said looking over the case, “Laughter, kindness, loyalty, honesty, generosity and finally… magic.” Twilight then turned to her friends, crown and necklaces in hoof. “Put these on, we need to-“

“Twilight?!” Spike said descending the steps, “What’s going on out there? First there’s screaming, then AJ and Big Mac run in here… now you’re passing out the elements! You’ve got to-“

“Not now Spike.” Twilight said harshly, “We’ve got to save Equestria from… what’s that smell?”

The six ponies and dragon looked around to see that the library was quickly being filled with smoke. Applejack ran to the window to see a sight that terrified her.

“It’s trying ta burn the whole place down!” She screamed quickly latching her necklace on, “Get us outta here Twi!”

“I’m working on it!” Twilight said franticly trying to put Fluttershy’s element on her still frozen body. “Got it!”

“Good, NOW please!” Rainbow yelled.

“Wait Twilight don’t!” Spike said, but it was too late Twilight had already teleported herself and her friends away, leaving spike in the smoking tree.

Seconds later the six were in the center of the town, all of them coughing from the smoke intake. Twilight looked around seeing if everypony was accounted for. She sighed in relief, six ponies, but horror soon came to her face, they were down one baby dragon.

“I left Spike!” Twilight cried tuning around to see her precious library fully engulfed in flames. Her horn began to glow again “I’m going to get him!”

“No!” Rainbow said wrapping her hooves around Twilight.

“Maybe you didn’t hear me…” Twilight said, “I LEFT SPIKE! I’M GETTING HIM OUT!”

“Twilight, if ya do that then you’ll risk all of Equestria…” Applejack said taking off her hat, “But we can stop this thing right here… right now…”

Twilight looked to her friends and then back to the Library which was now turning into ash. Gritting her teeth she did her best to fight back her tears as she faced the other elements once more. “Let’s stop that thing…” she growled, “For Spike…”

The six mares nodded in agreement and newfound vigor. At first they were only going to try to stop it, but now it was personal. That monster had terrified everypony, destroyed the entire town and now it had taken their friend. There was no way that this thing was walking away from them.

“Where is it?” Applejack asked, looking to the rubble, “That thing is nearly as big as a dragon… maybe even bigger… how could it-“

A primal roar blasted them off their feet from behind them, the beast in all its monstrous power and rage, had once again made itself known. Slamming its foot down into the ground he barely missed Fluttershy and Rarity. Snapping its jaws he managed to give Rainbow Dash a much needed mane cut. With the swing of its tail it nearly sent Pinkie and Applejack across the continent.

While her friends did their best to avoid its attacks Twilight was like stone, focusing her magic into one of the most powerful spells she knew. Her eyes turned into an eerie green with smoke seeping out of their sides. “This is for Spike!” she roared as she sent the bolt of dark magic squarely into its stomach. The gratifying sound of an explosion came to her ears, but when she opened her eyes she saw that her spell had done nothing to the monster. In fact if it did anything it only drew attention to herself.

The beast roared and opened its jaws to encompass the young princess, but quick thinking allowed her to teleport out of the way, granting it only the taste of rocks and dirt. That didn’t deter it from trying it again, and again, and again until finally Twilight came up with an idea.

“Applejack!” she yelled, during another attempt to turn her into lunch. “What’s the tallest building still standing?”

“Sugar Cube Corner I’d recon!” She replied barely avoiding the swipe of the monster’s tail. “Why?!”

“We’re going to stop it there!” Twilight replied, teleporting to Applejack. “Girls come on!”

Twilight lead her friends down the street, the monster following close behind. It may have been a long shot, but it was the only shot they had. Every other option was off the table, that thing had killed Spike, and they were more than willing to return the favor. The six stopped right in front of Sugar Cube Corner and turned around, scowls on all of their faces. The monster was close behind, mouth agape, ready to swallow anything unfortunate enough to be in the path of its jaws.

“Wait for it…” Twilight said softly, “Wait for it…”

Tense moments passed, the beast was still baring down on them more than willing to silence them if they didn’t move. Twilight continued to stare, the look on her face reminiscent of a mother who had just lost her foal.

“TWILIGHT!” Rainbow exclaimed.

“NOW!” Twilight roared as her eyes began to shine like beacons.

In that moment each individual Element of Harmony activated. Sending their individual powers at the monster, but it kept coming, not even flinching at the sudden bursts of power that hit it. Twilight then ascended into the sky, eyes glowing even brighter and then in a moment all of the elements were focused through her crown, creating the most powerful thing known to ponydom. The rainbow rocketed out of the gem atop Twilight’s tiara headed straight for the monster until finally.

BOOM!

The rainbow’s full destructive power met with the beast head on, causing it to roar it what they believed was pain. Seconds later the rainbow had completely enveloped it, leaving a satisfying sight to the six ponies as their power was syphoned off one by one, finishing with Twilight.

“We did it girls…” she said with a smile, “We saved Equestria…”

“Aw Yeah!” Rainbow said flying into the air, “We just-“

Her celebration was cut short when she looked to where only a pile of ash or a stone statue should’ve been standing. Instead it was the beast, completely unaffected by the elements power. It slammed its foot into the ground and roared yet again, sending shivers through the earth and the ponies as well. The monster continued on his path to the six like nothing had happened, sending all of them into panic once again.

“N-now what?” Fluttershy whimpered. “W-we hit it with the elements… and it’s not even scratched…”

“I’d love an idea or two right now Twilight…” Applejack said leaning into the alicorn, “Cause if we can’t stop it right here… nopony in Equestria will be safe…”

Twilight racked her brain for a solution, this was supposed to be her trump card, her end game, her ace in the hole… her failsafe and it failed, miserably. She looked to the monster defeated, ready to face whatever end it had planned for her. but then another thought ran through her mind.

“Get ready to do it again…” she said.

“What?” her peers asked.

“If we can’t stop it… we might be able to contain it.” Twilight explained, “Girls, get behind Sugar Cube Corner.”

“It’s wortha shot…” Applejack said running behind the building with her peers. “What’s the plan!?”

“Fire the elements into half of Sugar Cube Corner, hopefully making a hole deep enough so it can’t get out,” Twilight explained, “When it bursts through the front of the building it won’t be able to catch itself and fall into the hole.”

“We can’t destroy Sugar Cube Corner!” Pinkie exclaimed, “It’s like, the most super-duper important place in Equestria!”

“It’s Sugar Cube Corner OR Equestria Pinkie!” Rainbow shot back pointing the devastation, “Sugar Cube Corner can be rebuilt, but lives can’t be given back!”

Pinkie looked around then to Sugar Cube Corner and shook her head sorrowfully. Stimulating Twilight to repeat the process that was done not one minute ago, again her eyes began to glow syphoning all the combined energy from the other elements into her own, but this time they didn’t fire it at the monster, they shot it to the back half of Sugar Cube corner. The buildings frame melted into nothing as the rainbow dug deeper and deeper into the earth until finally Twilight was satisfied with the depth of the hole.

The moment they had finished, the façade of the building burst into flame before exploding by the force of the still charging monster. Just as Twilight predicted, it couldn’t stop in time and fell into the pit, roaring angrily until the heard the thundering sound of metal colliding with earth. The six ran to the pit, hoping against hope that they actually may have defeated it once and for all, but when the saw dim red lights flickering and a primal roar come from the bowls of the pit they knew that it was still alive.

“Well… at least it can’t get out…” Rarity said looking into the pit, “Right?”

She was answered with a thundering rumble that started at the pit’s core, the monster was trying to escape, but was unable to reach the ledges of the pit.

“I think that answers your question.” Rainbow said confidently, “We did it girls! We beat the monster!”

All of them began to cheer, prompting all the ponies in hiding to reappear and join in the celebration. Only one wasn’t celebrating, she made her way back to the now smoldering pile that was once her library, her home. Twilight stopped right in front of the still standing sign a tear forming in her eyes as she gazed on the sight.

“Spike…” she whimpered to herself, brushing away the tear that managed to find its way out of her eye, “I’m so sorry Spike…”

“Twilight?” Fluttershy asked, “Are… you ok?”

“I just lost my baby brother…” Twilight said, “What do YOU think?”

“He didn’t go in vain…” Fluttershy said trying to reassure her. “We stopped that thing from hurting anypony else.”

“But I didn’t save him!” Twilight yelled, not bothering to hide the fact she was crying anymore, “What would you do if you lost YOUR brother?!”

“I… I don’t know…” Fluttershy said hanging her head low. “I’m… I’m sorry…”

Twilight was about to go on another tangent about how she and Spike had been through the toughest moments in their lives together when a small rustling came from the ash. The two ponies turned to the pile, not believing what they were seeing. Spike alive and well, covered head to talon in black ash.

“Whoa…” he said exhaling a puff of smoke, “That was-“

“SPIKE!” Twilight exclaimed, wrapping the young dragon up in her forelegs, “I thought I’d lost you!”

Spike struggled to breathe in the alicorn’s embrace, but after a few very long seconds she finally managed to loosen her grip around him enough to break free. Gasping for a breathe he placed his claw on her chest to stop the next unwanted hug. Twilight was nearly in tears watching the small dragon brush himself off, happy to see that he was alive, but then a question popped into her mind.

“Spike…” she asked, “How ARE you still alive?”

“I’m a dragon.” Spike answered, brushing the last bit of ash off himself. “I’m kinda fireproof.”

“Oh yeah…” Twilight said smiling awkwardly, “But I’m glad that you’re alright, along with everypony else.”

“I’m glad you’re ok too.” Spike said looking around to see nothing but carnage, “But what happened out here? Did a rouge pack of Dragons fly through town or something?”

“No Spike…” Twilight said, looking to where Sugar Cube corner once stood, “All of this was done by one thing.”

“ONE thing did all of this?” Spike asked in disbelief, “That’s… that’s impossible…”

“It was…” Twilight said grimly, walking towards the crater that everypony was surrounding, “Then it showed up.”

Spike looked to the pit with confusion at first but when he heard a metallic roar and felt the ground tremble he knew what Twilight was talking about. He peeked his head over the pit’s edge; it was pitch black, minus the eerie red glow from whatever was at the bottom. He quickly stepped away looking back to Twilight in fear.

“Wha-what are we gonna do about it?” he asked, looking for answers.

“We’re going to do this…” Twilight said summoning parchment, ink and a quill and floating it over to Spike. “I’m sure Princess Celestia would want to hear about this…”

A Royal Meeting

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Present time…

Princess Celestia trotted away from the pit, a triumphant grin glued to her face while her baffled student looked onward in shock.

“Y-you… you…” she stuttered, “You actually TALKED to it…”

“Indeed I did Twilight.” Celestia replied nodding, “As a Princess you must learn not to jump to conclusions so quickly, in only a few seconds I managed to so you that it was capable of understanding and speaking our language, it wasn’t just some mindless killing machine that was out to destroy all of Equestria... as you stated in your letter…”

“It tried to destroy Ponyville!” Twilight exclaimed, “It tried to kill the elements… it tried to kill me… it almost killed SPIKE! What more evidence do you need to see that whatever is down there has nothing on its agenda other than the destruction of all life in Equestria?!”

Twilight quickly covered her mouth, not quite believing that she had just spoken so harshly not just to her mentor, but to her ruler and most importantly, her surrogate mother. Celestia however, remained calm, though the sudden outburst from her most faithful student did raise an eyebrow. Celestia shook her head and turned Twilight away from the pit to show her the one thing she was clearly missing in the current situation.

“Twilight…” she said softly, “Take a look around…. Tell me what you see.”

Twilight was initially confused at the request but followed her teacher’s instruction. Looking into the town she only saw what the monster had done. Every home was either toppled or burned, statues lay in ruin, the smell of smoke was heavy in the air and a feeling of despair and devastation hung over all who tried to gather what was left of their lives from the rubble.

“Well?” Celestia asked, braking Twilight’s concentration, “What do you see?”

“I see destruction…” Twilight said with a bitter taste in her mouth, “Devastation, chaos, loss, pain and-“

“You aren’t looking hard enough Twilight.” Celestia said shaking her head, “Look harder.”

“What are you talking about?” Twilight asked looking back into the town, “The ponies of this town lost everything… They’re lucky to even be alive.”

“Exactly.”

“What?” Twilight asked even more confused than before, “What are you-“

“Life.” Celestia replied, “I see life… and from what I’ve seen your ‘monster’ could’ve easily killed everypony with no effort.”

“That’s what I-“

“But it didn’t….” Celestia interrupted, “Though this town is small comparatively to others in our nation, with all of this destruction, it would be impossible for everypony to survive… unless…”

“Unless what?” Twilight asked her curiosity peeked.

“Unless it made a conscious decision NOT to hurt our kill anypony.” She answered.

“Are you trying to say that it wasn’t trying to hurt us?” Twilight asked, to her shock the princess nodded in silent agreement.

“It’s the only way I see possible, Twilight.” Celestia said, “It wasn’t here to hurt or kill anything, in fact, it was making an effort NOT to hurt the civilians. Whatever it was looking for didn’t have to do with everything that happened here. In my eyes… it wasn’t even its fault that all of this happened it the first place.”

“I… I…” Twilight stuttered. Trying to think of something, anything to prove her wrong, but in the end she knew that Princess Celestia was right. The ponies had overreacted when they first saw it, which lead Rainbow to whack it upside the head and have everything spiral downward from there. “I’m sorry…”

“It’s alright Twilight,” Celestia replied comfortingly, “You’re still very young and have so much to learn when it comes to being a princess. Oh, and one more thing Twilight.”

“Yes Princess?”

“His name is Grimlock…” She said with a playful tone, “He king.”

Twilight blinked a few times to process what she had just heard. Surely Princess Celestia hadn’t just used improper grammar. That would be very unbecoming of her status, but then again Twilight didn’t want to believe that she was hearing things, something like that happened once and the only thing that stopped the mayhem was Celestia’s intervention. She continued to think about until she noticed the princess making her way back to the crater holding the ‘Grimlock’ or whatever she said it was.

“Princess Celestia…” Twilight asked, “What are you doing?”

“Letting him out.” She replied casually, much to the horror of her student.

“B-but PRINCESS!” She exclaimed, “He might just repeat the cycle! And the Elements can’t hurt him! He’ll just stand there and wait for them to stop!”

“That gives me further reason to let him out.” Princess Celestia replied to Twilight’s astonishment, “It would weigh heavily on my conscious if we were to keep something as noble as him trapped down there.”

“NOBLE?!” Twilight shrieked, “H-how could you possibly think that something that destroyed an entire village in a matter of minutes as noble?!”

“As I have said before Twilight…” Celestia replied, remaining calm, “His name is Grimlock… as for his nobility. You yourself witnessed him take the full force of the Elements of Harmony without so much as a scratch, correct?”

“Yes, but that could be some dark spell that he or his master cast on him so he would be immune to the elements power.”

“That is what I believed at first too.” Celestia said stopping at the edge of the pit, “But then you told me that you hit him a second time… then I knew…”

“Knew what?” Twilight asked.

“I knew that he wasn’t evil…” She said looking back to Twilight. “I was the bearer of three of the Elements of Harmony for a long time, even longer than all of you and your friend’s lives combined… several times over.”

“What’s that supposed to mean?”

“It means that I know a few things about how the elements work.” Celestia answered, “It took me a few decades, but in time I realized along with my sister, that the elements had a mind of their own. They would deal a deserving punishment to any foe, whether it be imprisonment in the Arctic ice, petrified in stone… or banishment to the moon… The elements always did what they saw fit to the aggressor.”

“The elements didn’t do anything to it-err… I mean Grimlock…” Twilight said, “The first time they just engulfed him, the second time… they dug into the ground and sputtered out before he could get hit.”

“The elements don’t ‘sputter out’ Twilight,” Celestia replied shaking her head with a smile. “They knew the moment they hit Grimlock the first time that he wasn’t evil, if anything he’s a bullheaded, short-fused metal giant. I thought I taught you better than to overreact to something so alien to you… wasn’t one of your very first friendship reports about something just like this?”

“Well… yes, but not on this scale.” Twilight replied sheepishly.

“That may be true, but Grimlock was treated unfairly by the ponies, I think he deserves his freedom…” Celestia looked down into the pit, making eye contact with a dimly glowing blue visor. “Wouldn’t you say?”

Twilight had many reservations about setting him free. This ‘Grimlock’ single hoovedly decimated Ponyville without magic or an army; he used his sheer strength and invulnerability to stand against those who opposed him. But among all of that there was still the curiosity that had eventually lead her to becoming the newest member of Equestrian royalty. She wanted to see the ‘Grimlock’ again, despite the dangers it posed and they could always put him back in the pit if he became violent again.

“I guess we could give him another chance…” Twilight said, shocking everypony who heard her, including her friends, “We gave Discord a second chance, look where he is now.”

“That’s the Twilight I remember teaching.” Princess Celestia said with a smile, turning back to the pit as Twilight was suddenly engulfed by her friends.

“Have you lost your mind?!” Rainbow yelled silently, “that hole in the ground is the only thing separating us from sandwiches right now!”

“I think we can trust Princess Celestia on this one girls.” Twilight said with shaky confidence, “She’s never been wrong before… right?”

“I know that ya trust the Princess and all Twi…” Applejack began removing her hat, “but are ya sure that this is the best course ah action here? I mean look ‘round, I ain’t trying ta say I ain’t neighborly and all, but there IS a point where I draw the line.”

“He destroyed Sugar Cube Corner TWILIGHT!” Pinkie exclaimed, not bothering to keep the conversation personal, “If anything he should be thrown away in a dungeon with no candy… FOREVER!”

“All he did was react to hostility,” Twilight replied, trying to explain it the same way Celestia had to her, “We did attack him first after all.”

“YOU think we were hostile?!” Rarity gasped in shock, “Twilight, that THING was the one who threw a perfectly good home at my boutique, and you’re saying that WE were the hostile ones?”

“No! I’m not trying to say that we were hostile!” Twilight said quickly waving her hooves frantically, “I’m trying to say that we overreacted, and as you know, every action has an equal opposite reaction.”

“That still doesn’t excuse the fact that all of Ponyville is gone!” Rainbow yelled angrily, “The only things standing are half of Town Hall, Sweet Apple Acres, Fluttershy’s cottage and my totally awesome pad! And THAT’S because the last three are on the outside of town!”

“Let’s just give him a chance!” Twilight said, desperately trying to rectify the situation, but she was failing miserably, “We gave Discord one didn’t we?”

“But HE didn’t burn Ponyville to the ground!” Rainbow retorted, her anger peeking, “And what he did was reversed after we stopped him! We’ll have to be building for weeks, maybe even months! And you think that letting him go is a good idea?!”

“Why hasn’t anypony asked Fluttershy’s opinion?!” Twilight yelled, instantly regretting her scapegoat.

Within an instant all eyes were on Fluttershy, causing the pegasus to freeze quicker than winter time in the Crystal Mountains.

“Well?” Rainbow asked cocking her eyebrow, “What do you think? Let it go and have it kill all of us… or keep it there and burry it or something, you know where it CAN’T kill any of us.”

“I… um…” Fluttershy replied, desperately trying to hide her self behind her mane, “I… I really…”

Fluttershy desperately tried to think of an answer, but the sound of Celestia’s voice over shadowed her own.

“Grimlock!” She yelled into the pit again, “it is I Princess Celestia! I have a proposition for you.”

Grimlock went from staring blankly at the wall to staring right at Celestia once again, wondering what sort of ‘proposition’ she was about to make. Nodding slowly Grimlock let Celestia know that he was willing to listen, because being stuck at the bottom of this hole didn’t help in in his quest to find Shockwave.

“Excellent…” Celestia said with a smile, “The proposition is that I will set you free… but you must promise me not to attack my little ponies again, or else I’ll be forced to throw you back into this pit.”

Grimlock looked around the pit for a few seconds. He barely had enough room for him to move in the first place, but now the horse that he has seen only as a silhouette against the sun was offering a shot at freedom, at the simple cost of not hurting the little horses (or ponies as she called them). That was simple enough, he wasn’t even trying to kill them in the first place, looking back to the silhouette Grimlock slowly nodded his head.

“Grimlock promise…” he said half lying, because he knew if he saw those six that hit him with that stupid rainbow, twice, he might become a little irritated.

“Very well…” Celestia said with her horn starting to glow. “I eagerly await our first true meeting.”

Grimlock felt something tingly run through him for a few seconds. Looking to his hands he realized that they began to glow a faint golden color. The golden color traveled from his hands to the rest of his body until finally his very being was encompassed by the mysterious glow, before he could say anything Grimlock became blinded by a bright light. When his optics went back on line a second later he found himself out of the pit, Surrounded by the terrified, puny, little horses once again. He growled to himself, knowing that history could possibly repeat itself at any given moment, but the horses didn’t run, they just stayed there some of them even had smug little grins on their faces. Grimlock wondered why until he looked right in front of him, there he saw those six ‘brave’ little horses, all of them with scowls on their face, except for the pathetic yellow one, she was hiding behind the rest. None of those details mattered however, what did matter was how mad it made him.

“Grimlock remember you!” He roared, instantly summoning his sword, the six responded accordingly, with the purple one taking the lead.

“Get ready girls!” Twilight yelled, “We’ll send him straight to Tartars if we have to!”

The crowd quickly fled into the rubble, remembering what happened last time these two forces met. The Elements of Harmony and Grimlock squared off against one another, ready to strike each other down the instant either made a move. However, there was another who had a different plan.

“ENOUGH! ALL OF YOU!” Celestia roared teleporting between them. “Twilight, I expected better from you and your friends! He is a guest in our country and will be treated as such! And you Grimlock…” Celestia turned to look at him while she addressed him, “You have a promise to keep… do you not?”

Grimlock looked down to the one who had spoken to him and the first thing that came to his mind was that she was very pretty compared to the other horses. She was also twice their size, sporting a horn and wings just like the purple one, only hers were bigger and in Grimlock’s expert opinion, they looked better on her. He also noticed that the tall horse’s mane was waving in some kind of wind and it sparkled in the sunlight.

“Grimlock.” Celestia said gaining the titan’s attention again. “Grimlock… you do remember that promise… correct?”

Grimlock took one long hard look at the six little horses that foolishly, yet bravely stood against him only hours earlier then back to the one that talked to him. Several tense moments passed but Grimlock finally cast his sword to the side, causing the ground around it to buckle and crack.

“Grimlock keeps promises…” he growled staring back at the six, sending chills down their spine.

“Very good.” Celestia said with a smile, turning back to the six. “Now if you’ll be so kind as to get ready.”

“Get ready?” Twilight asked, “Get ready for what?”

“Well I’d assume you’d want to come along while I bring Grimlock to Canterlot.” Celestia said, surprising everyone except Grimlock.

“P-princess…” Twilight stuttered, “You can’t just-“

“What Canterlot?” Grimlock asked, “And why you want to bring Grimlock there?”

“It is customary for Royalty to visit the capital city of a foreign nation where you’re from…” Celestia said with a cute smile, “Is it not?”

It took a few seconds for Grimlock to process the question, but then he remembered that he did have one of his vocal processer slip-ups while at the bottom of the pit. He knew that he was no king, but every now and then if he were upset enough he would proclaim royalty if someone insulted him or ask him a question. Needless to say being stuck at the bottom of a pit was defiantly a trigger for the mistake, but then a shred of Grimlock’s cunning shined down upon him. He could use his ‘title’ to possibly hasten his quest to find Shockwave and leave this planet.

“Yes!” Grimlock replied, “Grimlock go to Canterlot with pretty white horse.”

Celestia let out a quick giggle at the compliment, it had been a very long time since anyone had called her ‘pretty’, but she soon regained her composure and looked towards her chariot. “Well Grimlock I doubt that you’ll be able to fit in our ‘conventional’ means of transport, but I believe I could think of something.”

Suddenly her horn began to glow letting the golden aura not only surround herself, but Grimlock as well. Before Grimlock could ask or Twilight and her friends could react the two were gone in a flash of blinding light, leaving Twilight and the others with the mess, for now.

Canterlot Castle, despite its grandeur was actually a very dull place. The last time something legitimately interesting happened was when the Changelings tried to take over during the royal wedding and that had been nearly two years ago. Today however, today the castle was about to get a resounding wakeup call, because there was a guest unlike any other about to grace the golden and marble halls.

Guard and maid alike shielded their eyes as a bright flash of light burst into the front court yard. That was a surprise; they knew that the Princess was out on some urgent business so they didn’t expect her to return so soon. They also didn’t expect her to return by teleporting, because she had taken the royal chariot just hours ago. However the last thing they expected was a monster that stood over fifty feet tall that had no face standing next to their beloved leader once the light finally faded.

Reacting quickly, every on duty guard rushed into the courtyard, spears, crossbows and swords all at the ready. Grimlock’s arm began to from his blade, but then he felt a small tap on his foot. He looked down to see Celestia giving him a look that he would normally ignore and just rampage through any pathetic being that tried to stop him, but he had made a promise, and if Grimlock could not keep a promise, then Grimlock would be as pathetic as the fleshlings who had broken so many promises to him. Letting out a deep metallic growl the parts of his sword that were made visible went back into his arm, allowing Celestia to let out a sigh of relief.

“Princess to us quickly!” One of the guards shouted, “We must protect you from… from that… that… THING!”

“Stay your weapons!” Celestia replied, “King Grimlock is our guest here and I shall NOT allow such an insult befall upon him!”

The guards were shocked, they couldn’t believe that the giant, metallic ugly beast that stood next to the Princess was royalty, but they knew one thing, neither she or her sister would lie about a pony, or in this case, a monster. One by one the guards put their weapons away, until finally the last sword was placed into its scabbard. Once she did a quick double check of the guard she looked back up to Grimlock with a smile.

“I hope you can forgive them…” she said shaking her head, “Equestria is so peaceful that it leaves them on edge oddly enough.”

“Grimlock never know peace.” He said looking to the massive white gold doors that stood in his way.

Celestia looked to Grimlock with surprise, sure in her long life she had seen many things, war being one of the few she wished she hadn’t, but to meet a being that claimed to never know peace, it didn’t sit right with her.

“That’s a shame…” she said looking up to him. “How long have you been alive?”

“Over nine million years…” Grimlock said coldly, walking past the shocked royal pony.

She didn’t know that any creature could be so long lived. Sure her race was immortal, but even she was a filly compared to Grimlock, in fact according to the latest discoveries, Grimlock predated ponykind by several million years. To not know peace for that long, even Celestia couldn’t bare fathoming it.

One thing she could fathom, however, was Grimlock’s sheer size; standing over fifty feet tall, but closer to sixty made him slightly taller than the average dragon. It was that fact and that fact alone for the main doors to be so massive. Because there once was a time of trial, when Dragons and ponies didn’t see eye to eye, that was so long ago that only Celestia and her sister remember it. It took decades but a peace was finally forged between the two races and every so often the Dragon lords would send an emissary to wherever the capitol was. Granted it had been nearly six hundred years since the Dragons have stopped coming and she had been considering making the doors only pony friendly. Now she was glad that she hadn’t, because it would’ve been considerably more difficult for Grimlock to get inside.

Grimlock pushed one arm into the towering door, causing it to swing violently before it came to a slamming stop at the wall on the opposite side, then quickly becoming unhinged and falling to the floor. The guards began to ready their weapons yet again, but Celestia quickly glared at them, forcing them to stand down yet again. Taking a deep breath she looked up to Grimlock and forced a smile.

“Follow me…” she said walking past him, giving a worried look to the destroyed door “Even given how big you are it’s still very easy to become lost inside.”

“Grimlock not need guide.” He replied looking down the corridor, “Grimlock can find his way alone.”

“That maybe so,” Celestia said, shaking her head, “but I don’t want you running into anypony that may see you as a threat… and you remember what would happen if you tried to fight them.”

Grimlock growled at her, but he couldn’t risk the opportunity that he was given. More than likely this horse was going to talk to him for a few minutes then send him on his way so he could find Shockwave. That and given the fact he had no idea where he was going.

“Grimlock follow then.” He said, “But that not mean me need to.”

“Of course.” Celestia said suppressing a giggle, “Right this way.”

Celestia stepped off, followed closely by Grimlock, however Celestia looked to the wall the door had slammed into. It looked as if he pushed it just a little bit harder that entire section of the wall would’ve collapsed. ‘Oh I hope this ends well…’ she thought to herself.

“I’m telling you that was an earthquake!” a guard said to one of the many maids the castle employed, “Shook the entire dining room!”

“Please Lancer…” the maid said rolling her eyes while she took another sip of her drink. “You’ve gotten paranoid ever since you were put on guard duty.”

“I’ve had to be!” Lancer said, “It’s not like I can just take a break when I want to, Feather Duster.”

“It’s good for worker spirit.” Feather laughed taking yet another drink, “You should really try some of this new coffee, it’s like heaven.”

“I don’t know about that…” Lancer replied, “I’ve heard that stuff makes you see things.”

“Oh for Celestia’s sake Lancer…” Feather said, covering her face with her hoof, “You can’t believe EVERYTHING the tabloids tell you… why don’t you just-“

At that moment the two ponies felt a subtle tremble on the floor, followed by another, then another, each becoming more and more violent until they themselves were nearly thrown onto the ground. Lancer and Feather looked around terrified, not knowing exactly what was going on until they heard a familiar, calming voice from behind them.

“Good afternoon Feather Duster…” Celestia said, “Good afternoon Corporal Lancer.”

“Good afternoon Prin…” the two said spinning around to see not only their Princess walk by, but also a gigantic metal titan following closely behind. It even looked at them before it walked by.

The two ponies were frozen in a dumbfounded look until they finally stopped feeling the rumbling earth beneath them. The two looked to one another, then to the cup of coffee in Feather’s hoof, then back to one another.

“Not drinking that anymore?” Lancer asked.

“Eeyup…” Feather replied, slowly pouring the cup on the floor.

Luna sat in the throne room, wondering why in Equestria Celestia had woken her up nearly five hours before her ‘shift’. Though she never was the grumpy one of the two when it came to waking up, it still upset her that once again she had to be up for a few extra hours.

“She’d better have a good reason for this…” she yawned, hiding it expertly behind her hoof, “otherwise I WILL eat the last piece of chocolate cake.”

Luna smiled to herself at the thought, but before her thoughts could delve any deeper she felt a rumble rock the throne room. “What the-“ she said before feeling it again, this time it made her levitate in the air for a second. Luna was getting both agitated and worried, agitated because she didn’t get to finish her statement and worried for what exactly was causing the entire throne room to shake. Her question was soon answered when the rumbling finally stopped and the doors of the throne room began to open. Revealing something she didn’t expect.

“Good afternoon Luna.” Celestia said calmly walking into the throne room, “How goes the day so far?”

“As if you would wish to know.” Luna replied rolling her eyes, “Why would you summon me so early to attend to ‘urgent’ business only to return just hours later?”

“I told you that it may have taken the entire day Luna.” Celestia replied, “Fortunately that wasn’t the case because I-“

The door suddenly opened again, slamming itself into the wall and shattering several stain glass windows. Celestia’s eyes turned into dots, she had specifically told Grimlock to wait outside the doors until she had explained the situation, but she should have known that he would be impatient. In her dealings with beings like him that was one of the major traits they shared, as well as a seemingly unlimited amount of rage and fighting skill. She looked to Luna, fearing that her sister would react summarily to how the other ponies had, but Luna’s eyes remained focused on Celestia, much to her surprise.

“You what?” Luna asked, tilting her head, barely acknowledging the giant that stood behind her sister.

“I… I managed to nullify the conflict.” Celestia answered, still shocked, “And I also brought a guest.”

“Wonderful,” Luna said with a smile happily trotting over to the titan. “What’s its name?”

“Grim… Grimlock…” Celestia managed to say, “His name is Grimlock.”

“Greetings, Sir Grimlock,” Luna said with a regal bow, “I am Princess Luna, co-ruler of Equestria and matron of the night.”

Grimlock looked down to see another pretty horse, but this one was smaller and not white. It was blue, like the ocean he fought in once, he also noticed that her mane sparkled like Celestia’s but it was colored like the night. However amidst his thoughts he remembered that it had greeted him, not wanting to risk his chance at Shockwave Grimlock resounded in kind.

“Hello little horse.” He said, “Me Grimlock, me king.”

“A king you say.” Luna replied with a smile and a raised eyebrow. “Well, good sir I hope you find your stay in Equestria enjoyable.”

Luna the turned away from Grimlock adding a little sway in her hips as she did so, leaving Celestia in shock.

“Why… didn’t you attack him?” She whispered.

“He came in here with you didn’t he?” Luna answered, “And if you weren’t going after him then why should I? He’s clearly no immediate threat.”

“Oh… I guess that makes sense…” Celestia said slightly embarrassed, “I guess I thought that you would overreact… like the others did.”

“Others?” Luna asked, “What others?”

“Grimlock’s first interaction with our race was in Ponyville.” Celestia explained, “That’s what my ‘urgent’ business I woke you up for.”

“Ah, how did that go?” Luna asked, “I’m sure that Twilight and her friends made a good impression.”

“Um…” Celestia said looking to the celling, “His first encounter with ponies could’ve gone better…” she explained in the loosest of terms.

“Well I hope that we can make up for anything negative that happened to him.” Luna replied looking back to Grimlock with a smile, “But that does beg the question Sir Grimlock, why have you traveled such distances?”

Grimlock was surprised to the sudden acknowledgement of his presence. He was more than content on having Celestia and Luna discuss whatever they were discussing, (more than likely him he thought) while de devised a plan to find shockwave and the other Decepticons that fell through the space bridge with him. Now however, he was in the spotlight and he needed to think of something fast.

“Grimlock here on… personal business.” He replied, “Once me take care of it, me leave.”

He hoped his vague description was enough for the two horses. He didn’t want to explain that he wasn’t the only one of his kind in their country. That may cause so much panic that he may not be able to find his pray amidst the chaos, that and it was somewhat of an honor thing. Grimlock wanted to kill Shockwave and the others himself, if the puny fleshlings of this world helped him do it, then Grimlock’s prowess as the Autobots greatest warrior would be tarnished. The two looked at him questionably; as if they were trying to read his face. Funny, he thought, hard to read a face when all you’ve got is a visor and face guard.

“Very well.” Luna said turning back to Celestia, “Now about his lodging…”

“What?” Grimlock asked only to be slightly ignored.

“You’ll be staying in Equestria for some time… aren’t you?” Celestia asked tilting her head.

“Yes, but Grimlock not need place to sleep,” He explained, “Me not even sleep.”

“But you will still require a place to stay.” Luna pointed out, “And I’m afraid that Canterlot won’t be able to offer any lodging given your size.”

“Can’t Grimlock just stay here?” he asked looking around, “This place big enough for Grimlock.”

“That may be true, but this is where royal business is conducted.” Celestia explained, “And it would be rather distracting having you here while I discuss politics with the other nobles.”

“Then where-“

“PRINCESS CELESTIA!” A faintly familiar voice echoed from down the halls of the castle, “Don’t worry we’ll stop him from hurting you!”

“Is that who I believe it to be?” Luna asked looking to Celestia, frightfully her sister nodded. “Why are you so worried? I couldn’t think of a better ambassador for our nation than Twilight and her friends.”

“I may have left something out…” Celestia said watching Grimlock’s visor phase between blue and blood red. “The reason his first experience with us was bad was because of-“

“Don’t move a mus… well don’t move whatever you have!” Rainbow Dash roared bursting into the throne room. “Thought you had us played for the fool huh? Thinking that if you pretended to be nice that you could corner our princesses?”

Before he could respond the others suddenly burst through the doors, all taking combative positions. “You won’t hurt anypony else!” Twilight roared as her horn began to glow. “Now we’ll-“

“TWILIGHT SPARKLE!” Celestia yelled, showing her very rare angry side. “I THOUGHT I’D ALREADY TOLD YOU THAT GRIMLOCK IS NOT A THREAT TO US!”

“B-but… but…princess…” Twilight said, suddenly cowering, “He tore up the castle… he ripped the main doors clean off… how could that not-“

“Not… another… word…” Celestia growled, regaining her composure, “Grimlock DID do those things, but they were not intentional, I was with him the whole time.”

“I’m sorry Princess…” Twilight said ashamed, “But when we saw the door… and thought-“

“You can’t just keep jumping to conclusions Twilight…” Celestia said slowly shaking her head, “Your earlier encounter with Grimlock is a perfect example of that. Now if you’ll excuse me I need to…”

A light went on in Celestia’s head, a light that rarely went on anymore. It was a devious light that once it was turned on whatever turned it on would be made real, whether the participants liked it or not. Luna was the only one to notice a smile grow on her sister’s face, a smile that she knew well, but she thought it best to keep it to herself. Luna just sat back with her own devious smile, patiently awaiting the fireworks to follow.

“Twilight…” Celestia said, still smiling, “Is Ponyville still in shambles?”

“Yes Princess…” Twilight said, “But-“

“Do you think you could use extra muscle?”

“We need all the pony power we can muster, but.”

“Grimlock.” Celestia continued, “You need a place to stay while you are here, correct?”

“Yes…” Grimlock replied looking down to her wondering what she was planning.

“And you are a very strong and capable warrior also?”

“Grimlock is the strongest.” He replied proudly pounding his chest. “None are stronger than me Grimlock!”

“Then it’s settled…” Celestia said trotting victoriously to her throne, “Grimlock shall return to Ponyville to help rebuild.”

“WHAT!?” Grimlock and the six shouted, only to be silenced by Celestia’s risen hoof.

“And during his stay, the Princess Twilight Sparkle and the other Elements of Harmony will be Grimlock’s guide to everything Equestria has to offer… including friendship.”

“Princess Celestia…” Twilight said half-begging, “You can’t expect us to just accept him after what he did!”

“And me Grimlock not need friends!” He added, clinching his fists.

“I have spoken.” Celestia replied, eyes closed and a small smile still on her lips, “If you want Ponyville to be rebuilt and your ‘personal business’ to be taken care of, this is both the fastest and easiest way for both to be accomplished… I’m sure that both parties agree?”

The six ponies and Grimlock looked to one another for a few tense moments. Memories of their first encounter were still fresh in their minds, but in the end they both knew that Celestia was right. Ponyville could be rebuilt much faster by the being that destroyed it and Grimlock didn’t want to be thrown in that pit again and lose any chance of finding Shockwave.

“Grimlock agrees…” he growled reluctantly, knowing that he would have to split his time between helping the puny fleshlings and tracking is adversary, only one of those sounded pleasurable to him.

“We think so too…” Twilight said soon after, looking away from Celestia. “We should get back Girls… Ponyville needs our help.” She looked to Grimlock with a nasty glare, “That means YOU too…”

Grimlock growled in response, but exited the room with the six just the same, leaving Luna and Celestia to their own devices.

“That was unexpected.” Luna said smirking, “How long do you think their truce will last?”

“As long as it has to.” Celestia replied, “I know Twilight will listen… and if Grimlock wants to see to his ‘personal business’ then he will have to help them long enough for them to bury the hatchet and become friends.”

“You have a LOT of faith in those ponies…” Luna said shaking her head, “Don’t you?”

“They haven’t given me a reason to doubt them yet.” Celestia said looking to the destroyed doorway and floor tiles, “Besides, we need some time to repair the damage done to the castle.”

“Agreed.” Luna said looking to the mess, “I’d hate to see him TRY to break something.”

“You should’ve seen Ponyville…” Celestia replied, “You’d think an entire army of griffons swooped in and burned the place down.”

“Really?” Luna said slightly worried, “Well I hope they can lay down their differences and work together.”

“That’s what I’m counting on Luna.” Celestia said rising from her seat. “Come now, it’s nearly dinner time and I heard that tonight is an alfalfa and tomato medley. You know what that means?”

“Ugh, sister I’m not a filly anymore.” Luna sighed, “The alfalfa monster is far from terrifying…”

“The world if full of monsters Luna,” Celestia said walking through the busted doorway. “But I have a feeling that the monsters will soon be the ones running scared.”

Author's Notes:

This one took a bit longer but it's here... next one may take a bit too... because I've got a wedding to attend in Kentucky.
Also had to reveal why the Elelments didnt work on him a little earlier then I wanted to, mainly because it was the only way I could get Grimlock out of the pit without any plot holes...
I bet that all of you were expecting Grimlock vs. Luna for a second? turns out she's just as civil as big sis...
Personal business... that'll do for now.
Wait... WHAT did Tia just do?!?!
Well if that last comment wasn't a hint at what's to come... I have no idea what is...
Next chapter :New Neighbors...
Same questions, but I would like to know who YOU would like to see Grimlock fight in this little story I've already gotten a pretty decent list of foes ranging from fan favorites to some that you just hate as a person (At some point in this story Grimlock WILL hit Blueblood, just don't know when) so leave a comment if you feel so inclined have a good time while I'm gone ladies and gents!

New Neighbors

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The Badlands…

The barren lands were being blasted by an unrelenting sun, forcing any and all life into hiding under what little shade the desert was kind enough to offer. There was rarely anything that roamed across the baked earth during the day, but today wasn’t a normal day. Two giants made their way across the rock and sand, completely unaffected by the heat, but it didn’t stop at least one of them from complaining.

“If we stay in this heat any longer my circuits will be fried!” Starscream complained, looking to the sun. “I hope your right about this leading to Bruticus Shockwave…”

“That would be highly unlikely.” Shockwave replied, much to Starscream’s surprise.

“What are you-“

“Bruticus would not have been able to maintain his combined force if he were knocked into a temporary stasis.” Shockwave explained, “Given the fact that we and Grimlock were knocked into stasis upon arrival, it would be logical to believe that he met the same fate…” Shockwave turned his attention to the hologram on his wrists pressing one of the five dots strewn across it. “It would also be logical for us to assume that in their disorientation they would leave the initial impact crater and try to find their counterparts despite the fact that they’re only feet away.”

“What makes you so sure of that?” Starscream asked, deliberately condescending Shockwave. “The Combaticons are some of our most highly trained, conditioned war-“

Before Starscream could finish he was suddenly engulfed by a powerful force that knocked him to the ground. Starscream tried to retaliate but whatever had attacked him pinned his arms to the ground and now it was biting his chest, tearing off whatever scraps it could sink its teeth into. Panicking Starscream, found strength he thought he never had to bring his arm to his face, which subsequently blocked another attack from the mysterious beast.

“ARE YOU JUST GOING TO STAND THERE?!” Starscream cried, “I NEED-“

THUM!

The sound of Shockwave’s canon thundered across the barren wastes for a few brief moments before the land fell silent once. Starscream looked over to see Shockwave staring coldly in his direction, canon still aimed at him while smoke still plumed from the barrel. Fear began to fill his optics when Shockwave failed to stand down, maybe he was about to ‘erase’ the thing he believed would hinder his mission, fortunately, just as he was about to beg for his life Shockwave lowered his arm.

“Pathetic organic…” he grunted, walking to the mortally wounded creature, “It knew that it stood no chance, but it still attacked.”

“What exactly is it?” Starscream asked looking at the hole in his arm. “There is no creature on earth that could produce such wounds.”

“We are not on earth.” Shockwave replied, “But the beast matches one of the many that inhabit earth’s folklore.”

“How do you know so much about earth?” Starscream asked holding his arm. “You’ve been on Cybertron for the past four million years, when did you-“

“It is logical for one who is about to travel to learn about where they are going.” Shockwave replied throwing the beast to the ground, “It looks like a manticore from Persian myth… it is female… more than likely it was defending its young.”

“How noble…” Starscream smiled, “Same that it didn’t stand a chance.”

“Indeed.” Shockwave said, reading his canon one more time, “All organics are slaves to their emotions, a weakness that even we as Cybertronians share… but when Megatron takes charge of the Titan Sphere we will shed that weakness and dominate all who oppose us.”

“Of course…” Starscream said as the sound of Shockwave’s canon echoed across the wasteland again, “Now if you are done playing with the meat I suggest that we find the Combaticons.”

“That is the most logical statement I have ever heard you say.” Shockwave replied looking to his hologram, “It seems that we are closer to one of them then we realized…”

Starscream looked to Shockwave with confusion, but when he noticed that Shockwave was looking right behind him. Curious, Starscream looked behind himself to see a massive crater not far behind him. Looking back to Shockwave for an explanation, the scientist just nodded and urged him to go forward. Starscream was a small bit apprehensive, but he made his way to the craters edge, what he saw made him speechless. The crater was deep enough to even keep Trypticon at bay, he didn’t think that anything could survive such an impact, but sure enough there was a single Decepticon lying in the middle of the crater.

“Onslaught…” Shockwave said walking past his shocked counterpart and into the crater, “It is good to see that your spark is still functioning.”

“Where… where are we?” Onslaught asked holding his head, “Last thing I remember… the collective mind of Bruticus… falling into the bridge…”

“None of that matters now.” Starscream said following Shockwave’s lead, “Right now we need-“

“My UNIT!” Onslaught yelled, looking around franticly, “Where are the Combaticons?!”

Onslaught ran past both his superiors to the top of the crater, ignoring Starscream’s multiple orders to stop. “BRAWL! VORTEX! SWINDLE! BLAST OFF!” he yelled as loud as he could, “CAN ANYONE HEAR ME?!”

“Your concern for your team is understandable.” Shockwave said placing his hand on Onslaught’s shoulder, “But we cannot allow your emotions to impede the mission at hand.”

“We need to find the Combaticons!” Onslaught replied looking back to the wastes.

“We will,” Shockwave said pulling out his hologram yet again.

“How is a chart supposed to make me feel better?”

“These are their beacons,” Shockwave explained, tapping the one closest to their location. “I would not be able to track their signals if they were offline.”

“What are we waiting for?!” Onslaught exclaimed, “I need to get my men back!”

“In time Onslaught.” Shockwave said just as Starscream flew out of the crater. “But now we must stay as one, we cannot allow any more damage to befall on ourselves.”

“Then what do you suggest we do?” Starscream replied, turning back into robot form and crossing his arm, “Do you expect to find energon on this planet?”

“In fact I do.” Shockwave answered much to the other’s surprise. “The Titan Sphere is an energy source, one of unlimited energon… in the millions of years that it has been on this planet it has without a doubt made vast pools of energon across the planet. It is these polls that have undoubtedly had a hand at creating all life forms on this planet, perhaps even creating sentient life.”

“Your theories are just as outrageous as ever Shockwave.” Starscream said rolling his optics, “When was the last time one of those played well for us?”

“The discovery of the planet called earth.” Shockwave replied, making a small chuckle come out of Onslaught.

“Uh… hum… Very well then.” Starscream replied, “Where do we find the nearest energon pool?”

Shockwave looked to the hologram on his wrist once again and pressed another blinking dot near the edge of the screen. “No more than three megamiles northeast of our current position.” He said looking in that direction. “There are also two Decepticon signatures not far from the pool, judging how close they are to one another it would be logical to assume that they are traveling together.”

“You think they’re headed for the energon?” Onslaught asked.

“Unlikely,” Shockwave replied, “If anything they are searching for you and the other Combaticons.”

“Then let’s not disappoint!” Onslaught said turning into a truck, “I’ll bet its Vortex and Blast Off, those two are always together.”

Following his lead Shockwave and Starscream took their respective forms, a jet for one and a Cybertronian tank for the other. The three set off for the energon pool and the missing Decepticons, sending dust and rock high into the air.

Ponyville…

The train stopped with a stressed hiss, it was never tested for the transport of such a heavy cargo, but fortunately it made the trip from Canterlot without completely breaking down. It probably helped that there were only seven passengers on the train, because all the others ran away screaming the moment that they saw passenger number seven rip the top of the caboose off just so he could take a seat.

“I really, REALLY hope Princess Celestia knows what she’s doing…” Rainbow grunted, floating over her friends, “She seems a little too trusting of it.”

“Shouldn’t that make you feel better?” Twilight asked rolling her eyes. “If she can trust him why can’t you.”

“Because I saw what it could do.” Rainbow replied, “That thing is uncontrollable, what if he gets mad at us again? You think we’ll be able to stop him?”

“He already said he keeps his promises,” Twilight said trying to calm her friend. “Besides I'm sure he doesn’t want to be stuck in the pit again.”

“I hope all that faith in the princesses is well placed Twi…” Applejack said looking to the train’s caboose, “Cause he could tear all us into ribbons faster than Big Mac can buck an apple tree.”

“Can we stop referring to him as ‘it’ and ‘him’?” Fluttershy asked, “I mean… Princess Celestia said his name was Grimlock…”

“Your point?” Rainbow asked flying into Fluttershy’s face.

“Well… um…”

“Spit it out!”

“Maybe if we called him by his name he would appreciate it and he wouldn’t have as much of a reason to get mad and tear all of us to shreds and then we could actually try to make friends with him the Princess Celestia asked us to do.” She replied leaving all of her friends jaws hanging, “If that’s okay with everypony that is…”

“Well if you put it that way…” Twilight said rubbing her chin, “that DOES sound like it would increase our chance of survival.”

“OR we could just throw him back into the pit…” Rainbow interjected.

“And how would you do that?” Twilight asked with a cocked eyebrow, “Are you going to do it yourself?”

“You won’t help me?!” Rainbow replied in shock. “I thought that my friends would never-“

The sound of thunder interrupted Rainbow Dash, but the six knew that it wasn’t from any clouds; the next rain storm was going to happen in two days. This was just Grimlock getting out of the caboose, much to the dismay of the conductor and the other ponies at the station. Those who were awaiting the train quickly ran into the station, thinking the building would offer some kind of protection, but the girls already knew that that would be no use, for all they knew he could just look at the station and make it collapse. Fortunately for the pones however, Grimlock took several steps away from the train and cast his gaze to the six.

“Me want this to be over soon.” He grunted crossing his arms, “Tell Grimlock what needed and me get it for the weak little horses.”

“Who you calling weak?!” Rainbow shouted darting towards Grimlock stopping only inches away from his face, “Listen here you oversized tin can, I’ve got half a mind to-“

Rainbow Dash was suddenly ensnared by a rope and pulled back down to the group. She was about to protest when the wielder of said rope pointed back to Grimlock, his visor was slowly shifting from blue to red, indicating the one thing that nopony wanted.

“I know how ya feel right about now RD…” Applejack said looking between her friend and the metal giant, “But we can’t try ta pick a fight with this guy, he’s already shown us what happens when he gets mad.”

“And he’s also made a promise not to hurt anypony.” Rarity added looking to Grimlock with a hint of fear, “Though I hardly believe that such a brute could adhere to a code of honor.”

“Celestia did say that he actually made an effort to NOT hurt anypony before.” Twilight said, “I’m sure that counts for something.”

“Well if it counts for anything why don’t we think about what he’ll do if he actually TRIES!” Rainbow replied.

“Me think rainbow one going to make this hard…” Grimlock grunted gaining the attention of the huddled ponies. “Just tell Grimlock what need and Grimlock go find.”

“Sounds like a plan Grimlock.” Twilight said walking up to the giant, “What should we help build first girls?”

“I’d recon that he gets ta work on the town square.” Applejack said adjusting her hat, “That’s where the market and all that fancy jazz is, not ta mention that ponies need ta eat.”

“Absolutely not!” Rarity scoffed, “That Thi-Grimlock completely destroyed my boutique! If anything he should get to work on that first!”

“Ponies don’t need dresses ta live Rarity…” Applejack said dragging her hoof along her face, “Ya need ta have the essentials before ya get ta the frivolous things.”

“FRIVOLOUS?!” Rarity shrieked, “Well don’t come crying to me when you don’t have the right ensemble for one of your family get together.”

“I never wear anything ta those anyway!” Applejack replied, growing agitated, “But what I said still stands, the market should be rebuilt first!”

“Both of you are wrong!” Pinkie said throwing in her two bits, “He should rebuild Sugar Cube Corner first!”

“Candy is hardly important in this matter.” Rarity said turning up her nose, “I can hardly believe that you think a simple candy shop.”

“It’s not just a candy shop.” Pinkie replied, annoyed, “The Cakes live there too… just like me!”

“Then why do you think THEIR house should be built before everypony else’s?”

“Candy of course!”

“I rest my case…”

“Will all of you stop arguing?” Twilight shouted, trying to break it up, only to be caught up in the argument.

“Why should we?” Rainbow asked, “You probably want your shrine to eggheads rebuilt first.”

“Are you SERIOUS?!” Twilight exclaimed insulted, “It’s not a shrine to ‘eggheads’ Dash, it’s a place where knowledge is stored!”

“I got all the smarts I’ll ever need.” Rainbow said confidently.

“Yeah… it shows…” Twilight said rolling her eyes.

“What’s THAT supposed to mean?” Rainbow growled.

Grimlock looked onward as the little horses argued and bickered amongst one another, it actually reminded him of his team a little bit. He recalled that just the other day he and Slag had gotten into a heated argument about whether cesium salami was better than beryllium baloney. He also knew that their arguing would get them nowhere, so he did the one reasonable think he could think of, he decided to take matters into his own hands.

The ponies were so distracted by their own debate that all but one failed to notice that Grimlock had excused himself. Following close behind, Fluttershy cautiously watched Grimlock as he walked amidst the devastation, seemingly unaffected by it all. She wondered why none of it bothered him, because even the hardened guard that flew Princess Celestia’s chariot where shell shocked at the sight, and they weren’t even there when it actually happened.

Grimlock continued on, unaware of his follower but taking note of the little horses that darted out of his path, some of them even calling names as he walked by. That part was all too familiar to him as well, the humans of earth feared him almost as much as the Decepticons. In fact he believed that if he didn’t have that insignia on his chest the humans would try to kill him on the spot. He once had a bad run with the U.S. Military which almost cost the Autobots their sanctuary on earth, granted it was the humans that started it, but he still got the blame.

It didn’t take long for Grimlock to get to his destination with Fluttershy close behind. He stood before the Everfree forest analyzing every tree closely, making sure that they would do for his plans. Stretching out his arm Grimlock’s sword slowly emerged alarming his unknown sidekick.

A sudden squeak from behind Grimlock finally alerted him to Fluttershy’s presence. Turning around slowly Grimlock came face to face with her for the first time since they’d met, where she had fallen over out of fright. He expected her to do it again, mainly because out of all these weak creatures she seemed to be the most pathetic, even when she was among the brave ones she cowered. But this time she held fast, she still cowered but she held fast. A few agonizingly tense moments passed in silence for Fluttershy, she was starting to regret following him, because she was her after all. If he tried anything she would be completely helpless to stop him, not believing that even the ‘stare’ could deter him.

“What you want?” he asked, causing her to jump.

“Oh… um…” Fluttershy began trying to think about what to say. “Well… I… um…”

“Out with it!” Grimlock shouted annoyed that this little horse was delaying his progress. “Just tell Grimlock!”

Fluttershy squeaked yet again, denying her instinct to run. She wanted to know what he was doing, but more than anything, she wanted to know what he was like. Sure she knew that he was aggressive and short-fused, but she thought there was more to him than just muscle and rage and she wanted to know why.

“Well?” Grimlock said crossing his arms, “You have something to say or not?”

“W-well… Mr. Grimlock sir…” She stuttered, “I-I was just wondering… what you were… you were…”

“Me was what?”

“What you were doing.”

“Helping…” Grimlock said, turning around to face the forest again.

Fluttershy was about to ask how he was going to help, but she was answered by Grimlock’s risen blade. With a powerful roar and swing of his arm he swung clean through a little more than a dozen trees, enough to rebuild a few of the destroyed homes. Fluttershy’s jaw hit the ground as she watched dozens of small woodland creatures flee their homes. This prompted her to act without second thought. Grimlock was about to take another swing, but before he could commit he saw the little horse standing in front of him and a very uncharacteristic way.

“You not want Grimlock to help?” He asked looking down at the glaring pony. “Me thought you want him to help.”

“Not like this mister!” She replied with assertion in her voice, “YOU need to find the trees that don’t have any woodland critters living in them.”

“Grimlock not care about the puny little animals!” He replied driving his sword in the ground in an effort to intimidate her, but she stood fast, unrelenting in her devotion.

“You might not care, but I do.” Fluttershy replied picking up a terrified squirrel, gently cradling it so it would calm down. “And I won’t let you harm what I care about.”

This was an optic opener for Grimlock. To him, this little horse was the weakest of all the ones he had met, but here she was standing before him defiantly. Maybe some of these horses weren’t as pathetic as he thought they were.

“Fine…” Grimlock replied pulling his blade out of the ground with one hand and, much to the surprise of Fluttershy, scooping her up with the other. She was powerless in his grasp and she even a fleeting moment when she thought he was going to crush her, but when his hand unfurled she was face to faceplate with the metal giant. “Tell Grimlock what trees to cut down.”

Fluttershy swallowed a quick squeak, but she managed to calm herself enough to speak. “Um… Ok…” she whispered, “B-but you’ve already cut down so many trees…”

“Grimlock can carry more than that many trees.” He replied, placing her on his shoulder, “Me want this done fast, so me can go ki… go on personal business.”

“Um… alright then…” She replied trying to gain a solid footing, she really couldn’t argue she was nearly sixty feet in the air next to the head of a being that could potentially tear all of Equestria asunder.

“Over there should be a good place.” she said pointing to a small patch of forest.

“Then we go.” Grimlock said stepping off without warning, nearly making Fluttershy fall off his shoulder.

Several minutes and swings of his blade later Grimlock had cut down nearly all the trees in the area that Fluttershy had specified. She was awestruck that such a large area could be cleaved so easily, even if Grimlock had destroyed the town in a few minutes, but all of that was accidental and at the end it was pure rage. This was the precision and skill of a warrior who had honed his skills over countless hours of training. It actually scared her a bit, if he were actually trying to kill them earlier that he could’ve done it with little effort. He may even be able to take on all of Equestria if he felt so inclined; fortunately he didn’t seem to have that ambition… yet.

“What you look at little horse?” Grimlock asked, turning his attention to his shoulder, “You say nothing since me start?”

“Oh… I… uh, I just don’t talk much…” Fluttershy replied meekly hiding behind her mane.

“That obvious…” Grimlock grunted taking another swing with his blade, “You not like other horses.”

“What?”

“You not like others.” He repeated picking her off his shoulder so he could see her better, “You no talk like other little horses.”

“Fluttershy…” she whispered.

“Huh?”

“My name…” she explained still whispering, “It’s… Fluttershy.”

“Grimlock not catch that.” He said pulling her close to his auditory sensor, “One more time.”

“Fluttershy.” She said one last time; using every tactic she could to hide herself from Grimlock’s unwanted gaze.

“Fluttershy…” Grimlock repeated, doing his best to figure out Fluttershy’s behavior. “That make sense me guess… but Grimlock have all the trees he need now.”

Grimlock placed Fluttershy on the ground once again, grabbed as many trees as he could and threw them on his shoulder. Again Fluttershy was amazed, nothing she had ever seen could carry so much, she began to wonder just how strong he was until he grabbed the second pile of trees and threw them on his other shoulder. Now that Grimlock was practically holding a forest on his shoulders he decided to walk back to town, but before he could get going the one that called itself Fluttershy stood in front of him yet again.

“What now?” Grimlock sighed, “Me not cut down trees that have puny animals in them, what more you want from Grimlock?”

“Well… Mr. Grimlock, sir…” she began, much to Grimlock’s frustration, “I was wondering… if you needed-“

“Needed what?” Grimlock half yelled, this was the second time that this little horse had unwittingly put herself between him and Shockwave and he would be damned if she slowed him down any further.

“If you needed help.” Fluttershy finished, giving him a cute half smile.

“You… help Grimlock?” he asked, to which Fluttershy responded with an adorable nod of the head. Fluttershy really didn’t know what to expect from the giant that stood before her, but her answer came soon enough to the sound of metallic laughter.

“BWAHAHAHA! That good joke Fluttershy.” Grimlock replied looking back to her, “But you still weak like all other little horses, Grimlock strong, and no need help.”

“It’s always nice to have help.” Fluttershy replied looking to the ground then back up to Grimlock, “Even if you don’t really need it.”

Grimlock stared back to the little horse with a sigh, having her carry something was probably the only way to get her to shut up and leave him alone anyway. With that in mind Grimlock turned around to the empty patch of forest that was behind him, seeing if there was anything to occupy his follower. It didn’t take long for him to find the answer to his problem.

“There.” he said pointing his head to a peculiar sapling in the middle of the patch. “You carry that back with Grimlock.”

“Oh… ok…” Fluttershy said trotting to the tree.

Grimlock smiled inwardly to himself, now he could just walk along back to the town, drop the trees off and continue his search for…

“Um… Grimlock?”

Fluttershy’s voice rang through Grimlock’s like a bad wind chime, growling deeply to himself he turned around yet again to see her standing next to the small tree with her head tilted to the side.

“What now?” he growled, doing his best to hold his frustration inside.

“Um… the tree…” Fluttershy replied poking it, “it didn’t get cut down…”

“Grimlock misses sometimes.” He said dropping the trees on his shoulders with a ground shaking thud. “Grimlock won’t miss again.”

Walking up to the sapling he readied his blade once again for one last strike, but yet again the little yellow horse stood in his way.

“You want help Grimlock or not?!” he whined, “That tree not too big for little horse, you carry, you leave Grimlock alone, that a win/win!”

“I don’t think it’s a normal tree.” Fluttershy said looking back to sapling. “All the trunks around it are shorter…”

“So?”

“I think this tree is special…” she replied looking up to Grimlock, “A one of a kind find.”

Grimlock’s hand met his face squarely, Fluttershy was certainly a character. First she’s the very definition of a coward, then she shows extreme bravery and now, she thinks that a puny tree was special. For all he knew she probably wanted to be a tree, but that would’ve been ridiculous, even by human standards.

“Then what you want to do?” Grimlock asked, slowly dragging his hand away from his face.

“I think we should bring it back to Ponyville,” she said, “unharmed…”

“Fine.” He replied suddenly pinching the small tree between his fingers and uprooting the sapling. “Now we go?”

“Yes.” Fluttershy replied with an adorable smile.

Grimlock just sighed to himself as he grabbed all the lumber he had dropped and began to make his way back to Ponyville, Fluttershy following close behind, humming an oddly familiar tune. The sooner I’m done here, he thought, the better.

Meanwhile back at the train station the five remaining friends were still amidst there heated debate, completely unaware that Grimlock and Fluttershy were no longer among them. That is until one of them noticed that nopony had tried to stop their debate.

“Wait…” Twilight said looking around, “where’s Fluttershy?”

Her friends ignored her, all trying to yell louder than the other so they could prove that they were more right than the other. Twilight grunted to herself, this was just like when she first came to Ponyville and Princess Celestia had sent her two tickets to the Grand Galloping Gala. Judging by how heated the arguments were getting she would have to use the same strategy of this situation.

“STOP! She yelled at the top of her lungs, silencing everypony, minus Pinkie.

“And the NEXT thing I know, I’m pulling an entire giraffe out of the toilet!” she finished as her friends looked on in confusion, “What? Did I miss something?”

“Yeah… I think we all did.” Rainbow said with one eyebrow raised as she looked around, “Hey where’s Fluttershy?”

“I was about to ask the same thing.” Twilight asked dragging her hoof off her face before realizing that there was another member or their party absent. “Where… where’s Grimlock?”

The others looked around in shock, how could they have not noticed something as big as him excuse himself. Then another thought ran through their minds, one involving both missing parties.

“He’s taken Fluttershy!” Rainbow yelled angrily, “When I find that overgrown piece of scrap I’ll turn him into nails!”

“Let’s not jump to conclusions Rainbow.” Twilight said trying to calm her down, “She may have just gone home.”

“Then where did the walking tank go?” Rainbow asked, “You think that he just walked off peacefully?”

“Well…” Twilight said trying to think of the right thing to say. “I… don’t know.”

“That’s reason enough for me to think the worst!” Rainbow said turning around to take off into the blue.

“Oh I could hardly imagine what horrors that monster is putting poor Fluttershy through right now.” Rarity said throwing her hoof to her forehead, “I wouldn’t know what to do if I was in the clutches of such a brute.”

“I’ll get Big Mac then the two of us can get searchin’ right away.” Applejack said starting to run off, but the sound and feeling of rumbling earth quickly stopped her.

The five looked into the distance to see the metal giant carrying what they swore was the entire Everfree Forest in his arms. Their initial awe faded quickly back into what it had originally been. Rainbow was the first to confront the titan.

“WHERE IS SHE?!” She roared in a way that was hard to understand, “WHERE’S FLUTTERSHY?!”

Grimlock stared blankly at the pony inches away from his face, not the least bit threatened by her little outburst. Instead he placed the trees on the ground, ignoring any and every attempt that Rainbow made to get his attention.

“I’m Talking to you, you glorified scrap heap!” she yelled, “Where’s-“

Before she could finish her insult she became immersed in shadow, Grimlock’s visor was only inches away from her muzzle and it was beginning to change color. “What you call Grimlock?” he asked with a low metallic growl.

“Uh…I-I…” Rainbow stuttered, suddenly in fear for her life, “I just wanted to know where Fluttershy is.”

Grimlock remained silent and continued to stare at Rainbow Dash. The silence was destroying her, at least if he said something she would have an inkling of what he would do to her, but silence, along with the clicks and clanks that happened involuntarily throughout Grimlock’s body was just too much for her to bare.

“I found them!” Pinkie said happily, gaining the attention of both Rainbow Dash and Grimlock. “I found Grimlock and Fluttershy!”

“Thanks Pinkie!” Rainbow yelled, using the opportunity to get away from Grimlock, “I don’t know what I’d do without you…”

“I wonder what I’d do without me too sometimes.” Pinkie said with a smile, “but fortunately I’m me all the time, so I don’t have to worry! Oh, here’s Fluttershy, she brought a tree!”

“A tree?” Rainbow asked, “Why did you bring a tree?”

“Because it’s Grimlock’s special tree.” Fluttershy answered smiling.

“Wha?”

“While Grimlock was cutting down trees to help rebuild this sapling didn’t get cut down.” Fluttershy explained, “I think it means something special.”

“Or that’s a really lucky tree.” Rainbow replied, cautiously looking back up to the still noticeably annoyed Grimlock. “Maybe the luckiest tree in Equestria…”

Just as Rainbow stopped talking the other three ponies arrived on the scene, relieved that Fluttershy was unharmed.

“Darling, are you alright?” Rarity asked placing her hoof on Fluttershy’s forehead, “We thought something dreadful had happened to you.”

“I’m alright Rarity.” Fluttershy said pushing her Rarity’s hoof away, “I was just-“

“What was he like all by himself?” Twilight asked, summoning a notepad and quill, “Was he the same as usual? Did his demeanor change completely? Did he tell you why he has such a bizarre speech pattern?”

“I… uh…”

“Just how strong IS that feller?” Applejack interjected, “Ten trains couldn’t pull all that weight, and he ain’t even breaking a sweat.”

“He can’t break a sweat Applejack…” Rainbow said rolling her eyes, “He’s a robot.” She tapped the side of Grimlock’s foot to make a point, but it didn’t go unnoticed by the giant, who looked down to her and growled, causing her to jump back a bit.

“I meant it figuratively RD.” Applejack said fighting a snicker, “But looks like he’s melting your nerves of steel.”

“No he’s not!” Rainbow yelled, “I’m just trying to give him some space!”

“Sure RD,” Applejack replied rolling her eyes over to Rarity, who couldn’t help to let out a giggle, “I’ll believe ya.”

Before Rainbow could reply Twilight began to look over the trees that Grimlock had brought back. “This is incredible.” She said excitedly, “This just might be enough to rebuild all of the houses in Ponyville… and you did that in one trip!”

“Grimlock not want to waste time,” he replied, shaking off the compliment.

“I can see that much.” Twilight said still impressed, “When do you think you’ll be ready to start building?”

“Now.” Grimlock replied crossing his arms, “Grimlock not want any delays in personal business anymore.”

“I can understand that.” Twilight said summoning yet another item, in this case a piece of paper.

“Now what you have?” Grimlock asked.

“These are blueprints.” Twilight explained, “They’re for the general design of all the houses you-I mean we destroyed… Once we’re done with those we can start working on the more notable land marks, like the Town Hall, Carole Boutique, Sugar Cube Corner, the mar…”

Twilight was suddenly stopped by noticing something that suddenly appeared out of the corner of her eye.

“A dust trail?” she said looking into the distance, “who would possibly be coming into Ponyville so fast? Especially after what happened here? Surely there is… Oh dear.”

“Why she stop talking?” Grimlock asked the others, “She go stupid now?”

“She recognizes the cart…” Applejack said with a scowl, “And so do the rest of us…”

“Grimlock need better answer than-“

“Trixie!” Twilight yelled, “Thought you’d finally learned your lesson after-“

Twilight was unable to finish what she was about to say after the sky blue unicorn accidently detached herself from the cart and rolled into her. The town’s folk watched in shock as the two wrestled over one another until finally Trixie was on top.

“Twilight Sparkle!” she cried frantically. “Trixie needs your help!”

“What?”

“I need your-“

Trixie was suddenly engulfed by a metal hand and brought up to nearly sixty feet in the air. She began to panic in the darkness firing any spell that she could muster at her prison until finally her cage opened, only revealing a faceless giant.

“WHAHA!” she shrieked firing a bolt of magic at the giant’s face, but if it did anything it only annoyed it.

“Grimlock put Trixie down!” Twilight pleaded, “She means no harm!”

Grimlock stared at the little horse in his hand for a second before looking to Twilight than back to Trixie. Much to the horror of everypony he tossed her into the air, but before she hit the ground he expertly caught her at the nape of her neck with his fingers. Placing her gently on the ground Grimlock looked into the direction she ran from, it wasn’t far from where he had harvested all those trees with Fluttershy.

“Calm down Trixie.” Twilight said to the violently shaking unicorn, “What happened?”

“Wh-what… i-is… THAT thing…” she whimpered, still frozen in fear.

“I’ll explain that later…” Twilight said, growing concerned, “But you need to tell me what you need help with right now.”

“R-right…” Trixie replied trying to shake the shock off. “Do you remember that first time that my show came to Ponyville?”

“Yes…” Twilight said, “I had to calm down an Ursa Minor.”

“Well…” Trixie said smiling sheepishly as she looked away, “What if Trixie told you that she tried to do one better?”

“You didn’t…” Twilight said with a gaping jaw.

Suddenly, two Ursa Minors burst from the Everfree with fury in their eyes. Sending everypony that saw them into panic, Twilight and her friends looked back to Trixie who just shrugged her shoulders.

“Trixie did…”

“Girls get everypony to shelter, quickly!”

“What shelter?” Rainbow asked, “Grimlock tore down every house in town!”

“Then get them to Fluttershy’s or Sweet Apple Aches!” Twilight replied, “We can’t let anypony get hurt.”

Twilight’s friends followed her lead and quickly gathered as many of the populace as they could in an attempt to rush them to safety while she stood on the road to the forest, ready to face the angry beasts. Twilight began to concentrate when she felt a rumbling behind her, a rumbling that got more and more intense until she opened her eyes to see one of Grimlock’s feet land just inches in front of her.

“Grimlock?!” Twilight cried, “What are you doing?”

“Grimlock no like building houses for puny horses…” he said while his sword materialized from his arm, “But Grimlock always like a good fight…”

Grimlock vs. Ursa Minor(s)

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“WHAT?!” Twilight exclaimed running in front of Grimlock, “Are you crazy?! You just can’t-“

“Grimlock not listen to puny horse…” Grimlock replied picking her up by the nape of her neck and putting her back behind him, “You too weak to fight big thing, Grimlock strong and like to fight.”

“But I’ve already-“

Twilight’s rebuttal was drowned by the gut wrenching sound of crumbling earth and scraping metal. The two beasts had descended on Grimlock faster than she anticipated, and frankly faster than he anticipated as well. Grimlock and the Ursa Minors slammed into the ground barely avoiding Twilight and a small group of onlookers. The two Ursas mounted Grimlock and proceeded to do their best to tear him apart. Grimlock had other plans however, kicking both of them off at once he rose to his feet and readied his sword, only to be yelled at by Twilight.

“Grimlock!” she cried frantically waving her hooves, “What are you doing?!”

“Saving weak horses from stupid blue bears!” he yelled backs swirling his sword in a figure eight, “Thank Grimlock later!”

“But you can’t kill them!” she yelled back.

“WHY NOT?!” he roared back, growing frustrated. “Why you horses scared of fighting?”

“We’re not, but please don’t hurt them!” She begged, “Their just-“

Again her pleas were drown by the sounds of scraping metal, but this time Grimlock was prepared, blocking the assault with his free arm the two celestial beasts became latched to his arm. Then with a powerful swing he launched to two from his arm into the open field just in front of Ponyville.

“Fine!” he said throwing his sword into the ground, missing Twilight and the others gathered next to her by mere inches, in fact Twilight may have had an inch or two removed from her bangs, “Grimlock just take them down old fashioned way!”

Slamming his fist into an open palm Grimlock stood fast before against the two as they hopped up to their feet. The opposing parties stood on opposite sides of the field, the Ursas had the forest at their back, but they showed no intention of running. Grimlock stood there with the town at his back, wondering if he should even make an effort to try and protect them, but then there was the promise he had made to the pretty horse. The one to not bring harm to her subjects, and if he were to let them get through then her subjects would certainly be harmed. So Grimlock made the only logical decision he could, protect the horses and their pathetic town.

The Ursas made the first move simultaneously roaring as they charged. Grimlock responded in kind unleashing a metallic bellow that would unnerve even the steeliest foes before charging the two headlong himself. The sound of thunder rumbles through the air and ground with each step until finally flesh and metal collided in the most unnatural of sounds. The two forces pushed against one another, biding for control early, but they were currently at a stalemate. While the three wrestled for control Twilight was joined by her friends and a mass of other spectators.

“Such savagery…” Rarity replied in disbelief, “The Princesses expect us to make friends with the likes of that brute?”

“I think she just wants him to rebuild Ponyville.” Twilight replied, “But if we keep getting unwanted visitors…”

Twilights eyes shot out like daggers over to Trixie, causing her to back away with a sheepish grin on her face. With a deep breath she turned her attention back to the clash of titans. The Ursas seemed to be putting all of their strength into their attempt to topple Grimlock, which was expected. Twilight had read in several volumes that when Ursa Minors hunt with their mother the young will try to knock over the pray while the adult came in for the killing blow, but that wasn’t the interesting part of the whole thing. Grimlock seemed to be frozen, completely locked up as the Ursas tried to knock him over. She wondered why he hadn’t moved yet, surely he was straining against the might of two very young, but very strong animals. She started to think deeper into the matter but Grimlock didn’t let her ponder long.

Taking a step forward that cracked and shook the ground, Grimlock thrust his weight into his opponents. The two were no match or his overwhelming strength and quickly flew into the air, landing some distance away.

“Come on!” Grimlock roared throwing a fist into the air, “Puny blue bears can’t push Grimlock now fight!”

The two looked to one another with uncertainty but finally they prepared for a second charge. A charge that Grimlock was expecting, grabbing the lead Ursa he easily lifted the best over his head and slammed it onto the ground. The second jumped onto Grimlock’s chest but it was easily thrown off the second he released the first.

“Grimlock thought blue bears would be strong!” he shouted jumping back to his feet, “You just as weak as little horses!”

Twilight, as well as everypony that were spectating became slightly insulted, but they knew that if not for him then his town would be in even worse shape. That thought made Twilight turn her attention from the one-sided battle in front of her over to the reason for it. Twilight left the gathering, prompting her friends to follow. They were confused at first, wondering why she wasn’t taking notes on both the Ursas and Grimlock’s behavior. They found it soon enough however, when they saw the she had cornered a certain sky blue unicorn with a silver mane.

“Alright Trixie…” Twilight said in a commanding tone, “Why did you do it?”

“Didn’t Trixie already explain this?” She asked with an awkward smile, “Trixie was trying to do one better than you.”

“Trixie…”

“Very well then…” Trixie said with a sigh. “As you know Trixie has fallen on hard times.”

“You’ve already explained that when you came here the last time.” Rainbow grunted, “You even started working on a rock farm.”

“Well it’s become even harder since then…” Trixie replied lowering her head, “Nopony has come to see Trixie… even if she has changed her ways… even the earth ponies of Appaloosa do not wish to see Trixie’s show!”

“Well that’s a darn shame.” Applejack said shaking her head, “But that still don’t explain why ya made two Ursa Minors angrier than a rattlesnake in a mongoose den.”

“Trixie was trying to make a name for herself again!” she replied, “And if Trixie did one better than the newest princess then ponies would flock to her shows once again!”

“Trixie… do you have any IDEA how much danger you put not only yourself, but all of Ponyville in?!” Twilight yelled, “You could’ve gotten yourself killed!”

“What else was Trixie supposed to do?!” she cried, “She hasn’t been able to make ends meet in so long!”

“You could always ask for help…” Twilight replied, “You’re lucky that Grimlock is here with us, I’m not sure I could calm them both down at the same time.”

“Well if that big hunk of metal has his way they’ll be down for sure…” Rainbow said rolling her eyes, “Just not in the calm fashion.”

“I already told him to be easy with them.” Twilight said waving her hoof passively, “I’m sure he’ll listen to what I-“

SLAM!

The sound of metal hitting stone echoed across the town and shook the ground with earthquake force. The seven ponies looked to the epicenter of the fall and saw Grimlock staggering to his feet.

“They get strong quick.” He said holding his head.

“Oh no…” Twilight said looking to the darkening sky, “What time is it?”

“'bout eight.” Applejack replied, “Why?”

“Oh no…” Twilight repeated, frantically looking around “oh no, oh no ,oh no, OH NO!”

“What’s the matter Twi?” Applejack asked, doing her best to calm her down. “You haven’t been this way since ya had that little spat bout being tarty.”

“If I still had the book I’d show you…” Twilight said shooting a glare over to Grimlock.

“I’m sure you could just tell us…” Rainbow grunted, “I’m sure we’ll believe you.”

“Ursa Minors; and any other celestial beast for that matter are creatures of the night…” Twilight began.

“Meaning?” Applejack and Rainbow said simultaneously.

“Meaning at night they become much stronger, much faster… and far more deadly.”

“What?!” the group yelled.

“The night makes them stronger.” Twilight said bluntly.

“How is that even possible?!” Pinkie exclaimed, “Are they WHEREPONIES?!”

“No Pinkie…” Twilight replied dragging her hoof across her face, “It’s their magical connection to the stars, somehow it makes them stronger.”

“Even stronger than Grimlock?” Fluttershy squeaked looking to the giant concerned.

“No…” Grimlock growled driving his fists into the timber at either side.

“Now what are you doing?” Rainbow asked.

“Mahogany knuckles…” Grimlock replied walking to his powered up foes.

“Those are actually oak trees.” Twilight corrected, “And why would you use those when your fists are so much-“

THUNK!

The sound of wood bashing against the jaw of an Ursa drowned out Twilight’s words in Grimlock’s head. That made him feel better, one less distraction he had to deal with while he beat the two creatures back into the field. He hoped the wood was soft enough not to hurt them too bad, not that he cared, he was only doing it as a precaution. He already knew the little horses saw him as a monster and if he really bloodied these animals up they may just throw him in the pit again, permanently shutting the door on his quest to bring Shockwave to his breed of justice.

Swing by swing He pushed his foes back, even if it was them just avoiding his strikes his plan was working. With every second they grew closer to the field, where Grimlock could really let loose. With only a few steps left Grimlock threw a punch that he’d hoped would drive the Ursas to his final goal. But instead of backing away, one of them jumped forward, wrapping its jaws around Grimlock’s wood laden hand.

Biting down harder than it ever had before the Ursa snapped the tree trunk enough for it fall off of Grimlock’s hand. Pulling back quickly to avoid being caught in the vice grip that was the Ursa’s mouth he pulled back his other hand for a punch, but before he could strike he was met with surprising resistance. He turned around to see the second Ursa, who had used the first’s distraction to come behind Grimlock and hold him in place.

“Stupid Grimlock…” he growled to himself, trying his best to pull his fist out of the Ursa’s mouth without losing the tree, “Me should know better, now-“

SNAP!

The tree that surrounded Grimlock’s fist splintered onto the ground, leaving him without a means of softening his blows. Now what to do? He thought, He was barely giving them love taps before night fell and since the purple one with a stupid crown said they’ve gotten stronger he knew he couldn’t toy with them like that anymore. However if he let loose his full force he may very well end up in the pit again. He didn’t get much time to ponder his current situation however, the first Ursa had used Grimlock’s thinking to his advantage and threw his feet out from under him. He tried to get back up but the combined weight and strength of the two Ursa’s were suddenly on top of him, forcing him back into the dirt. Now it was the Ursas turn to attack and they did so with bestial vigor.

The two began slashing and biting at his metal skin, doing everything they could think of to cut Grimlock down to size. They didn’t meet much success however, if they were succeeding at anything it was keeping him down… and making Grimlock angry. That notion seemed to be lost on the ponies that were watching in disbelief. From what they could see he was losing badly and that didn’t sit well with a certain yellow pegasus.

“He’s in trouble!” she said quickly grabbing Twilight’s foreleg “Grimlock needs our help!”

“He said he could handle himself.” Rainbow replied rolling her eyes, “We’d just get in his way… we are just ‘puny little horses’ after all…”

“Rainbow how could you say that?” Twilight scolded “He may not be the most polite… thing… but that doesn’t mean we shouldn’t help him.”

“I think it’s good to see him put in his place, that’s all.” Rainbow said shrugging her shoulders, “I knew that he wasn’t all that.”

Suddenly Grimlock burst from the bottom of the pile, roaring with newfound ferocity. The Ursas flew into the air landing nearly fifty feet away from their foe. He was now back on his feet and more than ready for round three. The Ursas brought themselves back to their feet two before looking to one another then back to their foe. Grimlock stood fast beating his chest in a taunting matter, begging the two to charge him and they were more than willing to oblige. Roaring simultaneously they charged him once again, thinking that he wouldn’t be able to match their combined strength.

That may have been the case the moment the sun went down, but that time had passed. Grimlock had felt their full strength, he knew that they had limits, limits that would soon be reached. Grimlock waited for them this time, knowing that the longer they ran the quicker they would grow tired, a problem that Grimlock and others like him didn’t have. Just a few seconds longer, he thought to himself then he could crush those puny bears and get to rebuilding the town so he could…

“Oooooh! This is SO exciting!” A high pitched, nausea inducing voice shrieked, breaking his concentration. He looked to his shoulder to see that annoying little horse that doused him in confetti.

“Little horse!” Grimlock yelled before being slammed into the ground by the Ursas again. Grabbing one by the throat and the other by its arm, Grimlock threw the two bears off of himself and rose to his feet once more.

“That not happen again…” he growled reading himself for another charge.

“What won’t happen again?” the voice said again this time from the opposite shoulder. “Oh, I know! Like when you-“

“Not now little horse!” Grimlock roared the moment one of the Ursa’s grabbed his arm and tried to pull him to the ground. “Grimlock busy!”

Using the Ursa’s own momentum against itself he swung it in a complete circle before slamming it into the ground. The other Ursa tried to come from behind, but Grimlock spun around fast enough to catch it by the jaw. With a fist square in the chest the Ursa went flying back into the forest.

“Wow Grimlock that was SO COOL!” Pinkie said bouncing atop his head, “I mean that Ursa was like GRRR and you were like RWAR! And then you did that one thing where you picked it up and-“

“SHUT UP!” Grimlock roared pinching her by the nape of the neck and bringing her within inches of his pulsing red visor “Pink horse almost as bad as Rainbow one!”

“Aw don’t get your gears rusty silly!” Pinkie replied somehow freeing herself and perching herself on Grimlock’s shoulder yet again, “You’ve gotta-“

“Grimlock busy!” he roared, taking yet another unnecessary attack from one of the Ursas.

“Well… If you’re gonna be a meanie pants about it!” Pinkie said turning up her nose and hopping off his shoulder a second before it became wrapped in the second Ursa’s jaw.

Now that his attention was finally undivided Grimlock was allowed to give the Ursas what was coming to them. Grabbing the Ursa attached to his shoulder it barely took any effort to pry the beasts jaw from his chaise. However Grimlock wasn’t finished yet, now he had a fuzzy club. Wielding his newfound weapon he slammed his Ursa into the other, launching it fifty feet easily before throwing the other to the opposite side of the field.

It didn’t take long for the Ursas to hop back up to their feet and get back into the fray. Grimlock looked to his relentless foes and let out a deep, low metallic growl. One very similar to what the ponies had heard before Grimlock showed them his terrifying primal form. Acting quickly Twilight left her friends in an attempt to reason with Grimlock, hoping to stem the tides of what very well may have been inevitable.

“Grimlock?!” Twilight cried to him trying in vain to get his attention, “Grimlock if you lose control you’ll put everypony in danger and we’ll have to contain you permanently!”

“Little… Horse…” Grimlock growled clinching his fists, looking to the two ever approaching bears.

“Yes Grimlock! Little horse!” Twilight yelled, desperately trying to gain his attention again, “Grimlock! Please if you can hear me stop! Or you’ll hurt the little horses and break your promise to the pretty white one!”

“Little… Horse…” he repeated clinching his fists even tighter as his body began to pulse an eerie red. “Run…”

“NO!” Twilight yelled, “Grimlock you need to-“

“I’d listen ta him if I was you Twi!” Applejack yelled the moment her lasso wrapped around Twilight’s waist, “We’d better clear the area before-“

CLANK!

The sound of bone clamping onto metal drowned out any other sound near the ponies and Grimlock. The Ursas had latched on to Grimlock’s hands, and they weren’t about to let go. Grimlock remained still seemingly ignoring the fact that the two Ursas were holding him down, but the ponies who had seen him in Ponyville yesterday knew that something else was about to happen.

“We need to get back there!” Twilight yelled trying to fight Applejacks superior strength, “We need to calm him down!”

“Why should we?” Rainbow asked, “He goes primeval, beats the Ursas up everypony wins!”

“You forgot the part where he hurts them…” Fluttershy said softly.

“And the part where he turns his attention to us!” Rarity said, “You do remember what happened the last time he became that monster, right?”

“That’s what I’m counting on…” Rainbow said with a smirk as she looked back to Grimlock.

“How could you say something like that?!” Twilight exclaimed, “If he reverts back to his old ways then we’ll have to seal him away forever!”

“That’s the point!” Rainbow roared back, “He’s too dangerous to be free! AND we can’t stop him because the elements think he’s good for Celestia knows what!”

“If he were evil then he would’ve let those Ursas tear us apart, Rainbow Dash…” Twilight said in a soft tone, “but there’s something else isn’t there? Another reason you want him locked away.”

“T-that doesn’t matter!” Rainbow stuttered, “He’s still way too dangerous to-“

“Rainbow…” Twilight said commandingly, “Tell me why you want him to be locked a-“

“BECAUSE HE-“

Before she could explain why she had such distrust for Grimlock a rumble came from the woods followed by another far more violent one. The ponies looked to the Everfree to see birds fleeing their homes, they could hear trees snapping and bending in the wake of whatever was coming their way, soon a smell indescribable met their nostrils. Finally their last clue came to them in the form of a hulking shadow rising from the forest into the night sky, a shadow that stood over twice the size of Grimlock himself.

“No…” Twilight said slowly shaking her head, “No, it can’t be…”

“Can’t be a what?” Rainbow asked just before a terrible roar came from the shadow.

“An Ursa Major…”

“An Ursa what?!” Applejack exclaimed.

“An Ursa Major…” Twilight repeated, “More than likely the young one’s parent…”

“What’s it doing here?” Rarity asked, “Surely it has to have a reason to come all this way.”

“It’s babies.” Twilight replied, “Trixie must’ve lured them away from their den and now the adult has come looking for them…”

“Well… they found ‘em…” Applejack said backing away slowly. “Any suggestions Twilight? I’d love to hear one or two right ‘bout now…”

“Try to be as nonthreatening as possible.” Twilight replied, “It may just be here for its cubs.”

“Or it could be here for a late night snack…” Rainbow pointed out.

“I LOVE snacking!” Pinkie interjected, “I’m sure that I could find some cookies or maybe even some-“

“Not now Pinkie.” Twilight said with worry in her voice, “Besides Ursas don’t like baked food.”

“Then what DO they like?” Pinkie asked sliding Twilight’s hoof out of the way, “I’m sure that they’d love some lollypops! Or maybe even some jawbreakers or Cotton candy!”

“They don’t eat sweets Pinkie!” Twilight half yelled before regaining her composure, “They eat… meat.”

“Wait just a second…” Applejack said, “They eat meat… are you trying ta say that they’ll try ta eat Grimlock?”

The Ursa Major stepped into the field where its young and Grimlock stood, licking its long fangs while it eyed Grimlock up and down.

“I’ll take that as a yes…” Applejack said slowly backing away.

“Indeed…” Rarity replied following Applejack’s lead, “Shouldn’t we… you know… find a place to hide so when it realizes that he’s not meat they don’t look at us like hordevers?”

“We can’t leave Grimlock out there like that…” Fluttershy said, “Not after he protected us.”

“Fluttershy’s right.” Twilight replied looking to the Ursa Major then to Grimlock, “But how are we going to do it?”

“Why can’t we just let it be?” Rainbow asked, “I’m sure that it’ll sort itself out.”

“We all know that’s not how we should deal with this.” Twilight replied with some agitation in her voice, “We need to-“

She was silenced by yet another thunderous step taken by the Ursa Major. Now it stood before Grimlock towering over him while it continued to examine its would be meal. Such a large creature was hard to come by in the Everfree, and it would certainly tide itself and the younglings over for a while. It also seemed to be immobilized by the younglings. They were such good hunters, even at their age. All that needed to be done now was to silence the meal forever, and it was more than willing to do so. Twilight and company looked onward in horror as the Ursa major reared up and opened its mouth wide.

“It’s going to try to eat Grimlock!” Twilight cried, “We need to help him!”

“You’ve gotta stay here!” Applejack replied, using all her strength to hold her down, “I’m sure he’ll get out of it.”

In truth she had no idea; Grimlock had shown that he was more than strong enough to handle the two babies, even with their nocturnal upgrade. But now he just seemed to be standing their waiting to be bear chow.

“Grimlock!” Twilight yelled one last time, “Grimlock they’re going to eat you!”

Somehow, someway Twilight’s desperate plea reached Grimlock’s audio sensors. He looked to his sides he saw that the two Ursas still had him in their jaws and that there was one over twice his size standing in front of them with jaws wide open. Grimlock’s visor, and the rest of his body for that matter, began to glow a furious red. He was not about to be something’s chew toy.

“No one…” he growled steeling himself before he acted, “NO ONE EATS GRIMLOCK!”

Suddenly and with terrifying ease Grimlock brought his arms together, forcing the two Ursa’s skulls to slam into one another, effectively knocking them out. The Ursa Major looked down in horror and rage; this thing had just hurt its young, now it was going to pay. Grimlock had other plans however, he stood there waiting for the big bear to take action and when it finally lunged for him, he didn’t take long to react.

CRACK!

The bloodcurdling echo of snapping bone rocked the night air as Grimlock’s fist met the Ursa Major’s jaw squarely. The Ursa Major took several steps back, completely dazed by the raw power that had just been unleashed on it, but it didn’t end there. Grimlock continued his ruthless assault, swinging away at his foe until finally with one last powerful right. Grimlock shattered the Ursa’s muzzle, letting some of its teeth fly into the night air as well.

The ponies hiding among the rubble poked their heads out to see three fallen Ursas, one of them an adult and Grimlock standing over the bodies, still pulsing red. The sudden crowd began to cheer and chat the name of the very being that just over twenty four hours ago destroyed their town. The celebration was cut short however when they saw Grimlock walk up the unconscious Ursa Major and garb it by the throat.

“YOU THINK YOU CAN EAT GRIMLOCK?!” He roared, raising the head so that the unresponsive beast would look at him, “YOU THINK YOU STRONGER THAN GRIMLOCK?!”

Suddenly Grimlock slammed the Ursa’s head into the ground, causing even more bone to break. “YOU WEAK! GRIMLOCK STRONG! GRIMLOCK STRONGEST EVER!”

He rose his foot to end the pathetic bear’s life but before metal met bone one last time the sound of one of the six little horses came into his mind

“Grimlock!” she cried from behind him, “Grimlock stop!”

He turned around to see it was Fluttershy, her eyes were flowing that liquid that the humans called tears. Humans had tears when they when they were either sad happy of really angry and judging by the look on her face she was very sad. Weak, he thought to himself, crying about something never made much sense to Grimlock the only thing he’d ever really known was his anger anyway, but since he was supposed to care about the puny horses and that this one was brave enough to stand up to him once he decided to humor her.

“Why sad Fluttershy?” he asked, his visor slowly returning to blue, “Grimlock save town, now me just have to make sure they never come again. Grimlock promise that after he done you be sad no more.”

He turned around again to deliver the killing blow but he was once again stopped by the voice of another little horse.

“That’s why she’s sad Grimlock!” Twilight yelled, “She’s sad that you want to kill them!”

“Why?” Grimlock asked tuning around once more. “They try to hurt town, You not happy that Grimlock help?”

“We are sugar cube…” Applejack said stepping in, “We’re a might bit grateful and all, but yer method… it could use a softer approach.”

“Me not understand.”

“What she’s trying to say dear is that you shouldn’t act as such a brute and actually try NOT to destroy something while you protect something.” Rarity’s explanation garnered surprised yet fearful looks from her friends and what she could only assume to be an agitated look from the faceless Grimlock. “Well… it’s just a suggestion.”

“Grimlock not need to be told how to live.” He grunted walking away from the downed Ursa, “But if it make little horses feel better me not kill them this time, no promises NEXT time though.”

“Thank you Grimlock.” Fluttershy said with a warm smile.

“No thank Grimlock.” He said walking past her, “Now back to remaking puny houses…”

He started to walk away from the bodies, but just as he took a step he noticed that there was something glowing on the ground next to the Ursa Major’s tooth. Grimlock knelt down and dipped his fingers into the glowing liquid, rubbing it between his index finger and his thumb he nearly keeled over the moment he realized what it was.

“Something wrong Grimlock?” Pinkie Pie asked, “I’m scared of things I’ve never seen before too, like I remember this one time when I was small my grand-“

“Grimlock not scared.” He said rising back to his feet, “Grimlock just… confused…”

With that Grimlock went back to the wood pile to the sound of cheering ponies once again. Leaving Twilight and her friends to assess the overall damage done.

“Two injured Ursa Minors… one severely injured Ursa Major…” Twilight said shaking her head, “This could only get worse if…”

“Twilight Sparkle!” a familiar voice said from behind her and her friends, “What in Equestria has happened here?”

“Princess Luna?!” Twilight squeaked, “What are… what brings you to here on this lovely night?”

“I was going to convene with Grimlock to see if he needed specialty quarters made for him while he stayed with you.” She replied with a cocked eyebrow as she surveyed the field of battle, “But it seems that there has been an altercation with several of the night’s most powerful beasts.”

“Oh… THESE things?” Twilight said looking to the Ursa Major and faking surprise, “Well yes, but they just decided to take a nap in the open field... for everypony to see… no fight here… right girls?”

“Oh no…” Rainbow replied over dramatically, along with the others minus Applejack. “They’re totally napping, it’s not like they showed up and Grimlock beat them into submission in less than ten seconds flat.”

Rainbow quickly covered her mouth while the others glare at her. Twilight’s hoof met her face yet again and slowly dragged downward.

“Twilight Sparkle…” Princess Luna said in a commanding tone, making the young alicorn look to her in fear.

“Y-yes Princess?”

“I am very disappointed that you tried to lie to me,” she said authority, “but I see no reason for you to do it.”

“What?”

“These Ursas attacked the town and Grimlock saved it from further destruction,” Luna explained, “If anything you should be celebrating your lives right now.”

“That’s what we were about to do!” Twilight said quickly, “but we thought we’d need to take care of this mess.”

“Fear not young Twilight,” Luna said confidently, “I can manage this fine on my own. The six of you should be with the other townsfolk celebrating.”

“Well… thank you Princess.” Twilight said with a smile, “Come on girls, let’s go have some fun.”

The six left the princess to her work, but the decision not to tell her about how Grimlock turned the head of the Ursa Major into a crater didn’t sit well with one of them.

“Why didn’t you tell her?” Rainbow asked flying up to Twilight, “If you told her that he nearly killed all of them then we wouldn’t have to deal with him anymore… not to mention Equestria would be a lot safer.”

“He was protecting us the way he was probably trained.” Twilight replied.

“Kill to protect?” Rainbow scoffed, “What kind of lunatic would ever allow that policy to slide?”

“I really don’t think Grimlock has an overseer.” Twilight said, shaking her head, “Could you imaging the command presence somepony like that would have? He would have to be awe inspiring…”

“And he’d have ta have a cool voice too.” Applejack added, “But I doubt that there’s anypony out there that sound like a robot John Mane.”

The other ponies laughed at Applejack’s joke for a few seconds but then they were back to business. “Let’s just hurry up and try to be happy tonight.” Twilight said, “I’m sure Pinkie will defy that thing called physics and have a massive party ready for us by the time we get there.”

“Funny you should say that.” Pinkie said from behind Twilight, “Cause I just set this up!”

Looking to the town that saw massive party favors shaped like Grimlock and his odd symbol strewn throughout the town. They were about to ask how, but figured that it was Pinkie and they just better leave it at that. The party had lasted several hours into the evening and all were enjoying themselves, except for Grimlock. He had only one thing on his mind.

The blood of the Ursa, he didn’t want to believe it but after extensive examination of what was on his fingers there was no doubt. Those animals bled energon, how he had no idea. Somehow his beloved Cybertron and these colorful, talking little horses were connected. Could scraps of some Cybertronian artifact landed on this world and helped create life? Was this like one of the many ‘experiment worlds’ that were abandon at the start of the world and this was the result? Grimlock decided to save it for another day, all the thinking was giving him a headache anyway. Then again the party was too, but in the end he decided that the lesser of the two evils was the celebration. So Grimlock sat down and tolerated the presence of the ponies.

“Wow…” a teal unicorn said looking in awe at Grimlock. “He has such huge hands…”

“What’s that supposed to mean?” the beige earth pony next to her asked.

“It means you can touch them longer…” she replied with stars in her eyes.

“Oh please Lyra…” she said dragging her hoof down her face, “Like he even let you touch them anyway.”

“Stop crushing my dreams, Bon Bon!” Lyra said turning around to face Bon Bon, but she wasn’t there.

“Who you lookin’ for Lyra?” Bon Bon asked from her opposite side. “Have you asked to touch his hands yet?”

“But… but…”

“But what Lyra?”

“Weren’t you standing over here a few seconds ago?” Lyra asked pointing to her opposite side.

“I told you I was going to the bathroom ten minutes ago.” Bon Bon replied shaking her head, “You need to listen to me better… Come on let’s get a drink before Berry Punch gets there!”

“Oh… ok…” Lyra said looking to the outskirts of the party.

Among the darkness the other Bon Bon ran into the forest, where it began to talk to itself. “Amazing strength… massive sword, can knock an Ursa Major out with one punch…” it repeated several times “Earlier finding show that it can change into… something… and that it is immune to the Elements of Harmony and other forms of magic… as well as no respect for the ponies minus Princess Celestia, who made him promise not to bring harm to them…”

“You’ve done well…” a chilling voice said inside the head of the other Bon Bon, “I want another report in two days… don’t forget to change regularly… we can’t afford you being caught.”

“Yes my queen…” the other Bon Bon said bowing to the air before being encompassed in green flame and taking the form of another pony before heading back to the party.

“Well… it seems that Celestia has a new thrall…” Queen Chrysalis said rising from her throne. “I wonder how much he cares about her…”

Author's Notes:

Sorry this one took some time to get this out been busy saving Sanctuary from the evil that is Diablo...
So here we go... Twilight needed a mane cut anyway...
Ha puny bears no match for... wait what do they do at night?
If anyone gets the Mahogany knuckles reference I will find you and give you a dollar.
Beat the hell out of those thing Grimlock! You can... godamnit Pinkie Pie...
Rainbow! how can you be so cold!
Oh God... here come Mama!
GRIMLOCK SMASH PUNY URSAS!
Woha... calm down Grimlock!
Energon?! the animals bleed Energon?!
Two Bon Bons... weird... wait...
HOLY S&^T! a new foe approches!
Still the same questions... still want to know who you want Grimlock to go against... also want to know who you think it will take the longest for him to ease up to I'd give you my list but I might spoil the story that way. anyway tell me what you think!
Next Chapter: Rebuilding

Rebuilding

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The Crystal Mountains…

“This weather is freezing my hydraulics!” Starscream whined taking another step through the waist deep snow. “Even on Earth it didn’t get this cold!”

“Both planets share a similar ecology.” Shockwave replied looking down to his holopad, “They are actually ninety-eight percent similar, they share the exact water to land ratio, the oxygen and nitrogen levels are off only by the most minuscule of percentiles-“

“That STILL doesn’t explain why it’s so cold!” Starscream interrupted, knocking a few icicles off the barrel of his Null Ray. “Even in the farthest reached of the northern poles of earth it didn’t cause ice to form so quickly!”

“If you were allow me to finish my statement you may find it beneficial to your ever growing concern.” Shockwave replied coldly “The reason for this world being colder is so simple that even you should’ve figured it out by now.”

“What is THAT supposed to mean?”

“Have you been so blind this whole time as to see that there are no cars on the ground or planes in the sky?” Shockwave replied, “This world is unblemished by the technology of man.”

“Meaning?”

“Meaning that the levels of carbon dioxide and other elements that filled Earth’s atmosphere are all but nonexistent on this planet,” Shockwave explained, “resulting in a generally cooler climate.”

“Well… you could have said that earlier…” Starscream said taking another step, but he was unable to see the boulder beneath the snow and fell faceplate first into the white blanket, generating chuckles from the less professional members of their group.

“Silence!” Starscream snapped, “I am the highest ranking Decepticon here and I will NOT allow such insubordination!”

“Isn’t Shockwave the same rank as you?” Onslaught asked in a mocking tone. “So that means that he’d be in charge as well.”

“Don’t be ridiculous! I am Megatron’s second in command!” Starscream exclaimed, “And I was a Sky Commander long before that!”

“That doesn’t mean that he doesn’t have the same authority over me.” Onslaught replied, “And given your service record, I’d rather follow him.”

“I will NOT tolerate such blatant insubordination!” Starscream roared, pointing his Null Ray at Onslaught, “If you show any ounce of disrespect again… I WILL turn you into scrap.”

Onslaught replied by aiming his Photon Blaster between Starscream’s optics. The two Decepticons were at a deadlock, ready to blast each other’s faces off if the other so much moved and if given ten more seconds the may have, but Shockwave stepped between the two of them.

“An altercation between our forces would be highly illogical.” He said looking to the two, “Besides such a quarrel would result in disastrous results.”

“That’s right Onslaught.” Starscream said confidently, “You wouldn’t stand a chance against the might of Air Commander Star-“

“Look at yourself…” Shockwave interrupted pointing to Starscream.

Initially Starscream was confused, but when he looked to his chest he saw two red dots aimed directly at his chest. Fear gripped the Sky Commander as he strained his optics to find the origins of the lasers then the sound of metallic thunder filled the air. Soon after two figures landed on either side of Starscream, weapons trained directly at his head.

“Blast Off and Vortex have been providing flank security ever since we recovered them in the desert.” Shockwave said walking up to Starscream, as the snow behind him erupted to reveal a third figure with a weapon trained on his back. “And Brawl has been the forward Scout since he was reacquired at the base of this mountain range.”

“And if you think you can put a bead on our boss…” Brawl said as the distinct ‘click-clack’ sound of a Scatter Blaster rang through the cold air, “You’ve gotta-“

“Enough of this.” Shockwave said, clearly displeased, “Petty squabbles will get us nowhere nearer to the Titan Sphere.”

“Shockwave’s right,” Onslaught replied lowering his weapon, “Combaticons… stand down.”

Onslaught’s men hesitated for a second, but in the end they obeyed their commander’s orders. Starscream let out a sigh of relief as Blast Off and Vortex flew into the distance, but his relief was soon shattered by Onslaught’s shoulder slamming into him, almost knocking him off Balance. Onslaught however, caught his superior by the arm and pulled him close enough to where no one could hear him except for Starscream.

“If you EVER threaten me like that again…” he growled squeezing even tighter on Starscream’s arm, “My men I will not hesitate to put you offline… do I make myself clear?”

“Of course…” Starscream hissed, freeing himself from Onslaught’s grasp, “But if YOU don’t remember your place I will-“

“Shockwave!” Brawl suddenly yelled, breaking any threat Starscream was about to make. “Shockwave I-“

“If you have anything to report you WILL report it to ME!” Starscream yelled, pushing Onslaught to the side, “What news do you bring for your commander soldier?”

Brawl stared down Starscream with a glare that would terrify a Sharkticon, but just he soon turned his attention to the one he called out for. Shockwave stepped forward staring at the two for a few moments before finally nodding. “Proceed…”

“There’s one hell of an energon signal coming from over the mountain range sir.” Brawl replied pulling up his hologram. “I picked it up several hours ago when you told me to scout ahead to see what I could find.”

“Why didn’t you give us this information when you arrived?!” Starscream roared, “Are you so dense that you forget that any information regarding energon should be brought up to us the instant it is uncovered?!”

“The storm’s been interfering with communications…” Brawl growled, holding back his anger. “And we can’t fix that until we find Swindle… not to mention I was distracted on my return…”

“Understandable.” Shockwave replied with a nod, “Did you investigate the source thoroughly?”

“I did.” Brawl answered, “I was able to pinpoint its location despite the storm, but you won’t believe your optics…”

“What are you talking about?” Starscream asked, “There is nothing special about an energon lake.”

“It’s not a lake.” Brawl answered, “Follow me…”

Suddenly Brawl took his tank form and began to plow a path for the other Decepticons. The others followed the action in kind, minus Starscream; he couldn’t risk crashing into a mountain side and devastate his chassi once again. Several hours had passed and finally Brawl stopped and reverted back to robot form, prompting the others to do so he motioned them to come to his side so they could get a better look.

“There…” he said pointing down the mountain.

The others looked into the direction Brawl was pointing, what they saw made their optics widen. A massive spire of crystalized energon towering above what seemed to be an entire city sprawling around it, but that was only half of the surprise. Despite being farther north than anywhere on the constantly updating Decepticon maps, it looked like the spire and the city around it actually temperate weather, even so much to have large tracks of greenery its icy borders.

“How...?” Starscream said shaking his head, “How is that even possible?”

“Energon is capable of taking many forms.” Shockwave replied pulling up his own holopad, “It only becomes a solid if there is a large enough concentration in a certain area… this is one of those instances.”

“I know how energon works you buffoon!” Starscream replied with venom in his voice, “I was referring to the apparent civilization that surrounds the spire, that much energon could be fatal to almost anything within a mile.”

“Organics need not worry about energon overdoses…” Shockwave answered, examining the spire yet again, “As for us, if we execute our actions properly, we could last a Cycle or two within the spire’s killing zone.”

“That still doesn’t explain the society that has sprang… wait did you say something about going down there?!” Starscream yelled in shock.

“Further investigation is required in this matter.” Shockwave replied, much to Starscream’s dismay, “As for the civilization, we should not be surprised the universe is nigh infinite, the possibilities of life are boundless…”

The distinct hum of Shockwave’s canon began to fill the air around the others as he gave them one last emotionless look over. “Now if you would be so kind…” he said pointing his canon at the spire, “I need samples…”

Ponyville…

“Three days…” Applejack said taking her hat off in awe, “In three days he’s already put over half a Ponyville back together.”

“That is quite an impressive feat.” Twilight said nodding her head, “but he still destroyed the town in less than three minutes.”

“Why didn’t you take Trixie’s offer?” Rainbow asked landing next to the two, “He would’ve been out of our manes is we let her take the big lummox.”

“It looks to me like someone is actually using my word calendar.” Twilight replied with a smile and an added giggle from Applejack.

“Ok… maybe it wasn’t such a lame gift.” Rainbow said rolling her eyes at the two, “But it still doesn’t answer my question. Why didn’t you let Trixie take him on her road show?”

“We were given a task by the Princesses RD.” Applejack replied, “An that task was ta make sure that he don’t get into no more trouble than he already has.”

“And to show him what it’s like in Equestria.” Twilight added.

“Trixie could’ve done that a lot better than us Twilight.” Rainbow said much to the two’s surprise, “She does travel across the country and beyond you know.”

“That may be, true but Princess Celestia trusts us as ambassadors.” Twilight replied, “And I’ll emphasize on what Applejack said, WE were chosen by BOTH Princesses… not Trixie, not themselves… but US.”

“Fine, I get it… I can’t convince you to get rid of him…” Rainbow said with a sigh, “But you’re not going to change my opinion of him.”

“Only you can do that RD.” Applejack said with a smile, “But I think the rest of the town has pretty much come ta one conclusion.”

“Really?” Twilight asked, “What’s that?”

` “Ta stay the buck out of his way…” Applejack replied smugly. “I don’t know how many times I’ve caught Apple Bloom tryin’ ta get close enough ta pester ‘em… fortunately she’s been listenin’ ta me ‘bout him bein’ dangerous.”

“That’s the truth…” Twilight said repressing a giggle, “And I guess it’s a good thing that everypony learned that one quick.”

“Well…” Applejack said as she noticed a certain pink pony bouncing towards them, “ALMOST everypony.”

“HI GIRLS!” Pinkie exclaimed loudly with a huge smile on her face, “Whatcha doin’?”

“Just hangin’ out.” Rainbow replied turning around to see that Pinkie was adorned in all manner of party favors. “I could ask the same of you.”

“Today’s gonna be the day girls!” Pinkie said happily as a rubber chicken fell out of her attire, “Today’s gonna be the day that Pinkamena Diane Pie is gonna officially make friends with Grimlock!”

“You’ve said that the past three days Pinkie…” Rainbow said dragging her hoof down her face. “How’s today going to be any different?”

“Because I haven’t used…” She said as she started to rummage through her outfit, pulling things easily three times her size out of her pockets. “THIS!” she exclaimed, eyes glowing.

“Well… that’s nice Pinkie…” Twilight said with a cocked eyebrow, “but what is it?”

“It’s my SUPER-DUPER-ULTIMATE-MEGA-GREAT-AWESOME-ULTRA-INSTA-SUPER-BEST-FRIEND Party Canon!”

“Your what?” Rainbow asked immediately regretting the question afterwards.

“My SUPER-DUPER-ULTI-“

“I’m pretty sure we all got it the first time!” Applejack said quickly covering Pinkie’s mouth, “But why don’t ya just respect his wishes? He don’t seem ta be the sociable type…”

“Cranky was the same way when he came to town.” Pinkie replied with a smile, “But he warmed up to me just like everypony else.”

“Cranky can’t destroy the whole town in a matter of minutes…” Twilight said, “Applejack’s right, just let him do his thing and then he can get along with his business.”

“But Twilight…” Pinkie said with her hair suddenly becoming flat, “I… I thought we were supposed to become his friends…”

“Well… we’re actually supposed to just show him around.” Twilight explained, “That’s what Princess Celestia said anyway.”

“Well how are we supposed to do that if we just stand over here and watch him?”

“I… uh…” Twilight said trying to think of a comeback, but Pinkie’s simple logic couldn’t be denied. “Fine… third times a charm right?”

“You bet!” Pinkie said as her hair puffed up again, “I’ll pull out all the stops! He won’t be able to deny my friendship THIS time!”

“You said that the last two times too…” Rainbow said with a smirk along with Twilight and Applejack’s small giggles.

“Third time’s the charm!” Pinkie said with a smile as she began to playfully bounce towards the hulking giant. “Wish me luck!”

“Of course…” Twilight said watching the happy pony bounce into town towards the sound of splitting wood, “Why aren’t you trying to stop her?”

“What?” Rainbow asked looking over to Twilight.

“Why aren’t you trying to stop her?” Twilight repeated, “You think that he’s a mindless monster after all…”

“He hasn’t hurt her the last few times she’s tried…” She replied shrugging her shoulders, “I think he’s figured out that if he tries anything He knows I’ll put him in his place.”

“Ya seem awful confident ‘bout yerself RD…” Applejack said with a smirk, “Why don’t ya move along and tag along on her as she tries ta befriend him again.”

“H-he won’t hurt her…” Rainbow said quickly, “She’ll be fine… I’m here just in case.”

“Maybe if ya were at her side Ol’ Grimlock would think twice ta do somethin’ if YOU were there, unless yer scared that is…” Applejack finished with a playful wink which caused a small giggle, but the only thing that showed in Rainbow’s eyes was rage.

“I SAID SHE’D BE FINE!” She roared shocking her friends, “SHE DOESN’T NEED ME TO HOLD HER HOOF WHENEVER SHE WANTS TO TALK TO THAT OVERSIZED RUSTY TIN CAN!”

Twilight and Applejack were taken back by the sight. The normally laid back and confident Rainbow Dash was red-eye mad, nostrils flaring and teeth gritting to boot. The two watched uneasily as the deep breaths began to fade in their friend, she was so tense that her wings actually stopped flapping. It took a few more seconds for her to finally calm down enough for Twilight and Applejack to approach her, but they still did it with extreme caution.

“Rainbow?” Twilight said reaching out to the pegasus gingerly, “Rainbow is there something wrong?”

Rainbow didn’t respond, she was still tensed up, but there was not as much rage in her eyes as there was a few minutes ago.

“RD?” Applejack said “Look I was just kiddin’ ‘bout ya bein’ scared of em.”

“I’m... NOT…”

The sudden sound of snapping wood and metal slamming against stone rang across the sky, followed by an eerie silence. Moments later the three heard the sound of squeaking approaching them. As it got louder Twilight looked to the sound and saw Pinkie shakily making her way back to the three. Pinkie’s outfit was tarnished, the balloons were popped, the streamers were torn and a large branch was stuck through her clothes.

“He said no…” Pinkie said disappointedly. “But don’t worry girls. I’m sure he’ll warm up to me tomorrow!”

Twilight and Applejack rolled their eyes as pinkie bounced off back towards Sweet Apple Acres, where most of the ponies were staying until Grimlock rebuilt the town. After she was out of sight the two turned their attention to the pegasus who had snapped so violently at them only a minute ago to see that she was troubled by the word exchange they had previously.

“Rainbow…” Twilight said comfortingly, Is there something that you need to talk about?”

“I’m fine…” Rainbow growled through her teeth, “There’s nothing to talk about…”

“Don’t try that stuff on me RD I know when yer lyin’.” Applejack said sternly, “We’re here fer ya it ya need ta tell us anything.”

“I don’t NEED to tell you anything.” Rainbow shot back, “Right now I need to take care of Tank… YOU two can run to your little pet project for the Princess.”

Before Twilight could offer a response Rainbow bolted off into the sky towards her house, leaving the other two to cough up the dust in her wake.

“What do you suppose that’s all about?” Twilight asked.

“I’d recon she still has her tail in a tussle about gettin’ knocked ta Baltimare by Grimlock when they first met.” Applejack answered, “Y’all know how upset she gets when she loses.”

“I guess you’re right Applejack.” Twilight said with a sigh, “Come on, let’s go see how Grimlock is doing.”

With that the two made their way to the now half rebuilt town. There weren’t many ponies in town, just a few of the braver ones moving their belongings into their newly made homes. The others huddled together in hastily made tents strewn across Sweet Apple Acres or in Fluttershy’s front lawn, much to her dismay. Twilight and Applejack stopped to make some small talk with a few of them, but the sound of wood being sliced effortlessly. The stallion that they had talking to suddenly slammed the door on them, signifying that their conversation was over. Shaking their heads the two continued on their trek to the sound, where finally upon arrival they saw something they didn’t expect.

Grimlock had stopped cutting wood, in fact he was looking down to the ground, arms crossed and sighing. Twilight and Applejack’s eyes followed the direction to what he was staring at when they saw that he was looking down at Rarity, who seemed to be giving him a piece of her mind.

“And let me be very clear…” she said pacing back and forth, “The pillars MUST be perfectly spherical, or else the spiraling design I showed you would be completely ruined… and PLEASE insure that they are colored correctly I know that you don’t care much for matching color schemes but my clientele would find it absolutely appalling if they saw anything remotely-“

“Grimlock have idea.” He interrupted to Rarity’s displeasure. “You do it, Grimlock not have time for marshmallow’s talking.”

Rarity’s jaw hit the ground as a massive pile of lumber fell at her hooves, while Grimlock just turned around and began cutting the frames for yet another house. Twilight and Applejack trotted up to their friend’s side, almost bursting into laughter at the expression on her face.

“Ya ok there Rarity?” Applejack asked holding back a laugh, “Seems that ya just got told-“

“The NERVE of that… that…” Rarity hissed, biting her lower lip so it wouldn’t quiver, “That glorified metal saurian! I’ll show HIM what happens when he-“

“What exactly where you asking him to do?” Twilight asked, “You already know he’s not happy about helping rebuild, why egg him on?”

“Because he was FINALLY getting around to rebuilding Carousal Boutique,” Rarity sighed swallowing her anger like a champ, “I had a few new ideas for remodeling and I thought that this would be the perfect opportunity to make my ideas into reality.”

“Wait a second…” Applejack said raising her hoof, “Ya thought that askin’ HIM to build yer house ta YER specifications was a good idea? AND you thought he’d listen to ya?”

“A girl can dream can’t she?” Rarity said placing her rear on a pillow, “And he’s the only one strong enough to make it happen…”

“I’m sure that you’ll get a chance one day.” Twilight said offering encouragement, “But you won’t be getting any help from him.”

“Speakin’ of him…” Applejack said, “Y’all seen where he headed off to?”

Both Twilight and Rarity looked to where Grimlock should have been, but sure enough, the giant had once again evaded them.

“How does he do that?” Twilight asked.

“I don’t know Twi…” Applejack said scratching he head, “Ya think we’d be able ta notice when somethin’ as big as him goes out for a walk.”

“He’s done that several times the past few days…” Twilight said reassuringly, “And he always comes back after a few hours, I’m sure this time will be no different.”

The Everfree Forest rumbled with every massive step Grimlock took. It was already hard enough to get some alone time, especially with that little pink horse always nagging him to be his friend. He counted himself lucky though, not many of them noticed that he had excused himself and those who did didn’t have the brass to stop him. It wasn’t like he needed a break, he could continue until his spark flickered out and that day was far from approaching. What he did need however, were clues, clues that would bring him to his ultimate goal, Shockwave.

Arriving at the crater in the crater he rose from some four days ago he began his analysis of the site. The first thing he noticed was the same thing as he did every time, the ever so meniscal trace amounts of radiation that every Cybertronian emitted from their bodies. It wasn’t lethal by a long shot, the amount radiated was more or less like the sun, but it was like a distinct footprint. However like most footprints they could be covered up, Grimlock knew that he wasn’t the only one to come through the space bridge and there was the chance that a few of his traveling partners may have landed near him. All he had to do was find the evidence of another nearby.

This was frustrating for Grimlock. He was used to charging in and ripping any foe to shreds within seconds. But all of this examining, studying and thinking was more along the lines of Preceptor’s line of work. Hour after hour he toiled, straining his circuits to piece together what had happened, but time and time again he would give up and just go back to cutting the timber, at least it was a way to vent. Today however, Grimlock lost his patience hours earlier than usual, roaring viciously he slammed his fist into the ground, making the earth quake for what seemed like miles around. Strike after devastating strike he continued to show his frustration on the innocent ground beneath him. In truth he may have not stopped if not for a nearby log rolling out of place and sending his scanners on high alert.

“Decepticon?!” He exclaimed turning around, his fist clinched in anticipation, but all he saw was the long.

“That not make sense…” he said scratching his head, “Sensors fixed mega cycle ago… should be good for five more…”

Grimlock took a few steps closer to the log just to insure that his sensors weren’t haywire… again. It wouldn’t have surprised him, he’d been hit in the head several times since he’d arrived and though it didn’t hurt, it could have popped something out of place. However upon closer examination of the log he noticed a single sliver of metal logged into the wood. Putting his scanners on maximum he pulled the sliver out of the log to see if he could get an exact identification. It didn’t take long for the analysis to be completed and one it concluded he crushed the sliver in rage.

“Starscream…” he growled to himself, “Starscream was with Grimlock when me went through space bridge…”

Grimlock dropped the now twisted and crumpled piece of metal to the ground and growled. A failed opportunity to extinguish the spark of one of the Autobots greatest enemies had slipped through his fingers. The only closure was that he may have been injured upon coming here, meaning that he would be easier to track. Grimlock was about to scan for a trail when something he said ran through his mind. He had promised the pretty horse that he’d rebuild the town before he would attend to his ‘personal business’, but he didn’t know how long the trail Starscream may have left behind would remain.

Grimlock continued to rack his mind, trying to think of his next move. He could abandon the ponies and pursue Starscream in hopes of finding Shockwave therefore insuring his revenge that was four million years overdue. However if he were to do that then he would break his promise, making him no better than the humans who promised so many things only to go back on their promises.

“Um… Grimlock?” a timid voice squeaked from behind him, breaking the titan’s concentration.

He spun around, reading his sword. He wasn’t about to be caught off guard just after he found evidence that at least one Decepticon had come with him through the space bridge. Unfortunately for him it wasn’t a Decepticon, it was just the little horse that called herself Fluttershy. This was the second time she had snuck up on him, and this time it could have jeopardized his hidden agenda. Unlike the first time she managed to do so however she fell over to her side much like the first time they had met.

Grimlock sighed as he drug his hand down his faceplate, Fluttershy was certainly an odd one. She was one of the most cowardly creatures he had ever met, but she was at times brave enough to stand up to him with his sword ready to slice.

“Little horses more complicated than humans…” he grunted, “They may be weak but Grimlock knows where they stand.”

Fluttershy didn’t respond; she was still frozen in fear. Grimlock growled to himself again, he would have to wake her up before either could continue their conversation.

“Fluttershy…” he said lowering himself to her level. “Fluttershy, Me say wake up…”

She didn’t respond yet again. Now Grimlock was getting angry, if she didn’t wake up in the next few seconds he would just leave her to her fate and just head continue to debate with himself on what to do. But before he walked off to be alone again Fluttershy finally loosened up, however by the time she came to her senses she saw Grimlock making his way deeper into the forest.

“Wait!” she exclaimed reaching her hoof out, “Grimlock! WAIT!”

“What you want?” Grimlock asked turning around, “And why you keep following Grimlock?”

“I just wanted to know what you were doing…” Fluttershy replied sheepishly, “You’ve been coming back here for the last three days…”

“You not respect Grimlock’s privacy?” he growled, clinching his fist.

“Oh no, I’d never…” Fluttershy replied backing away a bit, “I just wanted to make sure you were alright.”

“You think Grimlock not alright?”

“Well… n-not necessarily…” she replied lowering her head, “But you always seem so angry… I just want to know why.”

“You want to why Grimlock always angry?” he asked, Fluttershy nodded with a smile.

“I think that if you tell somepony about your problems they can help you become stronger.”

“Me not need to tell no one why me angry,” He replied casting his shadow over her, “and Grimlock not need help from weak little horses. Me handle problems alone, like me always have.”

“It’s never a bad thing to ask for help.” Fluttershy replied shrugging her shoulders.

“Grimlock… not… need… help…” he growled deeply adding some extra force behind his next step so the ground would shake underneath Fluttershy.

“Um… Ok…” Fluttershy whimpered.

Grimlock nodded to himself thinking that he had finally got his point across. He turned around so he could possibly find the trail the Starscream had left behind. However his plans would once again be foiled by the little yellow horse.

“Grimlock?” she asked, much to his annoyance, “What’s this?”

Grimlock turned around again expecting her to be pointing at something ridiculous, but what she was holding terrified him for the first time in over four million years. It was the piece of scrap that Starscream had left behind. Now he wasn’t scared as in he was afraid for his life, more along the lines of a child with their hand in the cookie jar. If she found out that he wasn’t alone then he would never be allowed out of sight, not to mention that he wouldn’t be allowed to hunt his pray as he pleased. He couldn’t allow that to happen, he needed to play off and quickly.

“That nothing!” he said quickly, spooking Fluttershy, “It just… old junk…”

“It looks new…” Fluttershy replied confused, “Well… newer then what we use.”

“It nothing.” He repeated, “Probably just old scrap that broke off.”

“Broke off of what?” Fluttershy asked. The questions kept coming for Grimlock and soon he knew that he wouldn’t be able to answer a question Fluttershy presented without her figuring him out. He needed a scapegoat and fortunately it came in the form of Fluttershy herself.

“Where my tree?” he asked, hoping that that would bring her off topic.

“Y-you actually want to see it?” Fluttershy replied with her eyes practically glowing.

“Yes!” he replied, faking excitement, “Grimlock LOVE to see tree!”

“Alright!” Fluttershy squeaked happily dropping the metal, “Follow me! I planted it next to my house.”

“Alright…” Grimlock growled watching her happily trot off out of sight.

Once he was sure that she couldn’t see him he looked to his only bit of evidence. It pained him deeply, but after a few brief moments he chose his honor over his revenge. Slamming his foot down onto the piece of scrap he buried it as deep into the earth as he possibly could, sealing away any other risk to his ultimate goal.

“That be you soon enough Starscream…” he growled to himself as he began to walk off to Fluttershy’s cottage.

Little to Grimlock’s knowledge however, there was another pony present. One who already didn’t trust him, one who saw everything from her cloud perch, one who decided to listen in on his monologue.

Grimlock rose from the Everfree Forest close to Fluttershy’s cottage, much to the dismay of most of the squatters. He blocked out a lot of the screaming, not like it bothered him anyway. Humans did that to him all the time even though he had saved them on multiple occasions. The only one who actually darted towards him was Fluttershy who immediately motioned him to follow her. He humored her request and the two made their way to behind her home, where sure enough Grimlock’s tree was standing alone in the middle of a well-kept garden.

“It look… nice.” Grimlock said nodding, doing his best to pretend to be interested.

“I thought you would like it.” Fluttershy replied with an adorable smile. “And look…” Fluttershy pointed to some of the branches, “It looks like it’s starting to bud.”

Grimlock looked to the small green bulbs that were on the otherwise dead tree. There were about eight buds, and three seemed to be much farther along that the rest, while one of them looked much farther behind then the rest.

“Tree growing…” he said looking to Fluttershy, “That good… right?”

“It’s very good.” Fluttershy answered. “It may even bloom completely by the time you leave here.”

“Me doubt that…” Grimlock said with a chuckle, turning to face the town again. “Grimlock get back to building homes now.”

“Ok Grimlock!” Fluttershy said happily trotting to his side. “I’ll come with you.”

“You no need to-“ Fluttershy flew up to Grimlock’s shoulder before he could finish. Sighing at the fact that he couldn’t convince her not to come along without ending up in the pit again, he made his way back to the town with his cargo.

“There you are.” Twilight said looking up to him, “You’ve been gone for nearly an hour… where’d you go?”

“To think…” he replied as Fluttershy hopped down to be with the rest of her friends, an action that didn’t go unnoticed by the young princess.

“Looks like you and Fluttershy seem to be hitting it off quite well.” She said with a smirk.

“She not give me much choice.” Grimlock replied shrugging his shoulders, “Grimlock still not like little horses that much.”

“Ponies…” Twilight corrected, “We’re PONIES…”

“Same thing,” Grimlock answered, much to Twilight’s frustration.

“So yer ‘bout halfway done with the town here,” Applejack said looking around the town. “Any estimate on when ya gonna get done?”

“Soon now.” Grimlock replied, knowing that he wouldn’t get a chance track down Starscream anymore.

“Well ain’t that some great news!” she hollered, “I’ll recon that ya’ll be on yer way in a day or two.”

“I wouldn’t be so sure…” Rainbow growled descending from the sky, “In fact… I don’t think he’s being all that straight with us.”

“What are you talking about?” Twilight asked. “He doesn’t even seem like the type to keep secrets.”

“I’m not so sure about that…” Rainbow replied, “If he didn’t keep secrets then he should be able to tell us about Starscream…”

Grimlock froze at the very mention of the name while the ponies around him looked to one another with confusion.

“Starscream?” Rarity asked, “What a tacky name…”

“We can discuss the tackiness later Rarity…” Twilight said shaking her head, “but what is Rainbow talking about Grimlock? Who’s Starscream?”

Rainbow stared directly at Grimlock’s faceless expression, thinking that she had finally caught him in the act. Grimlock remained silent, holding back his rage and trying to think of a way to get past this without incident, but with each moment of silence the suspicion continued to rise. He was caught between a rock and a hard place if he told the truth his mission would be in jeopardy, but if he remained quiet about it the leash he was already on due to his promise would become even tighter.

“Grimlock-“

“Twilight Sparkle!” a familiar voice said from behind them.

“Princess Celestia?!” Twilight gasped, turning to face her mentor, “What are you doing here now?”

“I have received an urgent message from my niece…” Celestia explained in a worried tone “Quickly go to the train station, I need the elements with me… now…”

“Message? Station? The elements?” Twilight asked, “Just what’s going on?”

“Twilight… The Crystal Empire is under attack…”

Author's Notes:

I hope this is up to standards...
Oh... the mountains pretty nice-Oh S#$T! Decepticons!
No matter what planet he's on Starscream will complain...
Shockwave is getting all sciencey
Starscream mad! Now Starscream surrounded...
Oh... lawrd... the Crystal Empire... and Shockwave wants samples...
Meanwhile in Ponyville...
AJ and Twili... well at least they're getting used to Grimlock...
RD swoops in RD still no like Grimlock...
RD flies off... she isn't really... is she?
Rarity? why were you asking Grimlock to do something complicated?
Where's Grimlock goin?
Me Grimlock best CSI!
Flutters again?!
Smooth Grimlock...Smoo- Oh crap...
well the tree is growing, that's good...
RD...Why you do this to Grimlock?
What's Tia doing- Oh God...
Next chapter: Chaos in The Crystal Empire or Grimlock vs. The Crystal Empire (You guys pick)
Also I found a song that seemed to fit Grimlock perfectly here it is

http://www.youtube.com/watch?v=3mnmxFxk6-Y

What do you guys think? what song do you think fits Grimlock best?
As usual same questions... feedback is appreciated.

Chaos in the Crystal Empire

View Online

“The Crystal Empire is under attack?” Twilight repeated, “By whom?”

“I don’t know Twilight…” Princess Celestia said gravely, “Princess Cadence failed to mention the attackers by name, but we have no time to debate who the offenders are… the way the letter was written, it seemed as if they were in the middle of the fighting itself.”

“Now who in their right mind would attack The Crystal Empire?” Rainbow asked darting into the conversation. “That place is surrounded by ice and mountain ranges for a good twenty miles.”

“Like I said to Twilight Rainbow Dash, the attacker is unknown…” Celestia answered letting out a sigh, “But it matters little who they are, how they got there and what they want… they are attacking without reason or remorse, now please we haven’t much time to act before the Crystal Guard begins to falter.”

Twilight’s face went pale; she knew that her brother was in command of the guard and more than likely on the front line. That didn’t bother her however, what bothered her was how Celestia spoke about the guard falling. She didn’t say it like it was a possibility or even a probability, she said it like it was inevitable.

“I’ll get the girls.” She said with a voice full of worry.

“My exact thoughts Twilight,” Celestia replied watching Twilight run back to the group, “the Elements are sure to aid us in the upcoming fight.”

“I’ll fly ahead! Met ya there!” Rainbow said darting north only to be encompassed by Princess Celestia’s golden magic. “HEY!” she shouted in shock, “What gives?”

“I’m afraid I can’t let you do that Rainbow Dash…” The Princess replied, “We can’t risk losing one of our best means of defense… We all must go together.”

“We?” Rainbow asked, “What are you talking about?”

“Luna is already at the train station waiting.” Celestia replied, “The fastest train in all of Equestria has been commissioned so that we may arrive as fast as we can… but it will still take close to a day.”

“A WHOLE DAY?!” Rainbow exclaimed, “What are we supposed to do about the Guard that’s holding the line now?”

“Pray that their lines don’t break…” Celestia answered grimly.

While Princess Celesta was busy still trying to convince Rainbow not to fly off without evoking her royal authority. Twilight was beginning to explain the situation to her friends that were still standing next to Grimlock.

“We need to leave…” she said in a commanding tone, “NOW!”

“Ooooh! A field trip!” Pinkie said excitedly, “I’ll go get my camera!”

“It’s not a field trip Pinkie…” Twilight replied, doing her bet to hold back a growl.

“Twilight… what’s going on?” Rarity asked, reaching out to Twilight’s shoulder, “It’s been ages since I’ve-“

“THE CRYSTAL EMPIRE IS UNDER ATTACK!” Twilight blurted out to the shock of her friends, only one individual was left in the dark.

“Crystal Empire?” Grimlock asked, “What that?”

“It’s a kingdom to the far north.” Fluttershy explained, “But I couldn’t imagine anypony attacking them…”

“That’s not the point right now!” Twilight yelled, “All that matters is that their being attacked!”

Twilight’s horn began to glow brightly as her friends watched to see what she was about to do next. Suddenly a bright light filled their eyes, temporarily blinding them. Seconds later their sight returned to see that the current gathering had increased by one.

“W-whoa…” Spike stuttered holding his head. “I-I thought… I asked y-you to warn me the next t-time you do that…”

“I don’t have time to warn you right now!” Twilight replied, “Do you still have the Elements with you?”

“Yeah…” Spike answered opening the bag on his back. “Watchya need them for?”

“No time to explain Spike!”

Twilight had yelled harshly at him, but he wasn’t to blame, Twilight failed to explain what was going on after all. Spike jumped back at the response, giving Twilight his sad eyes. It didn’t take her long to realize what she had done was wrong and with a face full of remorse she scooped him up in her hooves and held him close.

“I’m so sorry Spike…” she whispered comfortingly, “I didn’t mean to…”

Grimlock shook his head at the sight. One minute the purple horse was commanding the others as a leader should, but the next she close to tears and apologizing for being too harsh. She was beginning to remind him of Optimus for a second, but she was nowhere near Optimus’s strength nor did she have his courage. Optimus’s courage was the one thing that Grimlock admired about Prime, though he hated to admit it. Even in the face of certain defeat he stood when so many had run away and that was probably the only reason that the Autobots were still functioning.

“And all that’s left is Loyalty…” Twilight said snapping Grimlock out of his thoughts. “Where’s Rainbow Dash?”

“Right here, Twilight.” Princess Celestia said with Rainbow at her side, “And she’ll be coming with us…” Celestia’s attention went straight to Rainbow as her tone became commanding, “Isn’t that right?”

“Yes…” Rainbow grunted, “Where’s my Element?”

“Right here Rainbow.” Twilight said tossing the necklace over to her, “Wait… how did you know that we were bringing the Elements with us?”

“What part of The Crystal Empire is under attack didn’t you understand?” Rainbow asked, “If it’s bad enough to call us to help for the fight then you’d think that we’d need these.”

“If little horses go to fight then they bring Grimlock…” Grimlock said, placing his fist over his spark, “Me no want to build puny houses anymore.”

“Hold it right there, bolts for brains!” Rainbow yelled darting up to his visor, “What makes you think you can come along?”

“What makes little horse think she can stop Grimlock?” he replied threateningly.

Rainbow began to growl at him only to be drowned out by Grimlock’s own metallic growl. She never really stood a chance in that contest anyway, Grimlock could make windows shutter only using his vocal processor.

“Bringing Grimlock along is a wise choice.” Princess Celestia said much to the surprise of the others. “We are facing an unknown enemy and from what I heard from Luna a few nights ago, he can hold his own against any opponent.”

“Princess… are… are you sure about this?” Twilight asked wearily looking up to see that Grimlock and Rainbow were still locked in a staring contest. “He can be… unpredictable at best.”

“He made a promise to me several days ago Twilight.” Princess Celestia replied, looking up to Grimlock with a smile. “And it wasn’t just to me it was to Luna, you and all of Equestria… if he willing to help then he should be allowed to.”

The others looked up to the titan with unease. He and Rainbow were still locked in one another’s gaze, unaware that the Princess had already had spoken.

“RD!” Applejack yelled to get Rainbow’s attention. “We need ta be getten’ right now!”

“Alright!” Rainbow cried triumphantly, “See ya when we get back tin-“

“Grimlock’s comin’ too!” Applejack added just before Rainbow said something stupid.

“WHAT?!” she yelled back, “But he’s a-“

“We may need him if the threat becomes too great to handle.” Princess Celestia replied with wisdom.

“When have the Elements of Harmony ever not been enough to stop-“

Rainbow was interrupted by the collective eye shift to the giant behind her. Grimlock remained stoic however, knowing that he was the reason the rainbow one was silent. A few moments pasted until she finally released an exasperated grunt.

“FINE!” She blurted out, “If YOU want to risk everything…”

“Then let’s not waste any more time…” Princess Celestia said with a concerned look to Rainbow, “The train awaits.”

The Princess and the other ponies made their way to the station while Grimlock nodded to himself. Three days was far too long between a good fight and building homes for the little horses was far less than a gratifying activity. However he didn’t take one step before his visor was once again filled with a rainbow colored horse.

“You may have them fooled…” Rainbow growled threatening him by poking his visor, “But I know you… You’re filled with nothing but anger and a lust for revenge… I can TASTE it…”

Rainbow darted off to follow her friends, but not before Grimlock noticed something the others didn’t. It was for less than a second, but thanks to his optics he managed to spot it. The rainbow horses eyes flashed from their ordinary color to green and back. He didn’t think much of it though; there were other, far more pressing matters at hand.

It didn’t take Grimlock more than a minute to get to the train station, where he was greeted by Princess Celestia and company. But among the preparation for a swift departure, Princess Luna noticed one flaw in their plan.

“How is Grimlock supposed to come with us?” she asked, “This train was meant for speed… not strength.”

“Looks like somepony has to stay behind!” Rainbow exclaimed rather cheerfully, “Sorry big boy but I guess you’ll have to-“

“Grimlock will follow.” He interrupted to Rainbow and her friend’s surprise.

“A-are you sure you can do that?” Fluttershy asked, “The Crystal Empire is very far away…”

“Me not get tired.” Grimlock replied, “And me faster than me look.”

“There’s no time to argue!” Princess Celestia yelled, “Grimlock, the train can’t carry you… I hope you can keep up.”

“Grimlock love a warm-up before big fight.” He replied cracking the hydraulics in his hands. “Ready when pretty horse is.”

“I was ready ten minutes ago.” Celestia replied turning her attention to the conductor, “Full speed to The Crystal Empire!”

With a nod from the conductor the train began to bellow smoke and head north. Grimlock stood there for a few seconds, making them believe that he wasn’t coming, but before Rainbow could say ‘I told you so’ the train began to rumble along with the sound of thunder. The ponies looked out the window to see that Grimlock had begun to give chase, and then they realized why he had waited. Every time Grimlock’s foot met the ground the train shook on the tracks, he was just too heavy to run next to them, or he would run the risk of having them crash.

“Looks like you’re still wrong ‘bout our new friend RD.” Applejack said with a smile as she forced her hat down on her head. “Maybe now ya’ll cut ‘em some slack.”

“That doesn’t mean anything…” Rainbow growled back, “He’ll get tired and give up soon… just you wait.”

Hours passed and Luna had finally called upon the night to descend on Equestria, but Grimlock was still just as far behind the train as he was when he actually started running. It baffled them to see such stamina, even Rainbow had to admit that it was impressive, but there was still one undying concern shared by even Princess Celestia. They knew that he was physically stronger than anything they had ever encountered so far, they knew that he had fighting skills that were unrivaled throughout the known world. They even knew that his rage was like a powder keg lacking a fuse in the middle of Tartars, but now he showed unrelenting endurance and shocking speed for his size. What if he were to turn on them in a fit of rage? They already knew that the Elements wouldn’t harm him, so what could stop him from tearing their world apart?

The night finally gave way to the day, but between the dire situation at hand and the constant tremors caused by Grimlock following close behind, nopony had gotten much sleep. With exhausted yet intense eyes the ponies stuck their heads out of the train to see the castle that stood proudly in the center of the grand empire on the horizon. A smile came to their faces, thankful that it still stood. Twilight was even beginning to think that her brother and the guard had managed to push back the attackers and the only thing that would come out of this trip was a nice family visit. But as the train inched closer her hopes quickly faded into fear.

The castle wasn’t the only thing that appeared on the horizon, there were also the distinct gray and black plums that could only be smoke. The Crystal Empire was still under attack, and they still had no idea by whom.

“By the Elements…” Princess Celestia said in horror, “I hope we aren’t too late…”

“Don’t say that!” Twilight snapped, “They could still be fighting.”

“That may be true Twilight.” Princess Celestia said somberly, “But we cannot simply write off the possibility that your brother has-“

She was interrupted by the light touch of her sister’s hoof, reminding her that Twilight was still very young and not accustomed to the loss of a loved one. In response the princess did the best she could to wrap her student up in her wings to provide comfort. The embrace didn’t last long however, the train came to a screeching halt only seconds later, knocking everypony off their hooves.

“What was that about?” Rainbow asked jumping up to her hooves.

“I’m not sure…” Princess Luna said looking to the front of the train, “Conductor! What is the purpose of the sudden halt?”

“The tracks have been decimated Princess!” the conductor replied popping his head out of the pilot, “Almost like somepony didn’t want to have company for-“

The conductor’s voice was drowned out by the ear splitting sound of metal being torn apart. The ponies looked up to see a whole in their state of the art, and highly expensive, train. Grimlock was on the other side of the hole peering into the train in search for the ponies.

“Little horses alright?” he asked, “Grimlock see train stop fast.”

“We are unharmed Grimlock.” Princess Luna replied, “But we require your aid, the tracks have been sabotaged, you are now the quickest means of arrival without the group becoming separated.”

“Ok other pretty horse.” Grimlock said reluctantly, reaching his hand inside the train’s husk. “Grimlock will take you to-“

Before Grimlock could finish a missile slammed into his side, sending him to the ground in a ball of smoke and flame. His body managed to shield the ponies from the blast, but it didn’t stop the panic rising in their eyes. He was their most powerful asset and to see him fall so quickly brought fear even to Princess Celestia. Even to the point where Celestia herself rushed to his side, praying that he was unharmed.

“Grimlock!” she yelled with concern, “Grimlock, can you hear me?!”

Grimlock shot up to his feet the instant he heard his name, but the usual blue glow color of his visor was now replaced by the terrifying glow of blood red.

“Grimlock are you alright?” Celestia asked looking him up and down, “I’ve never seen such a spell before, we-“

A second missile flew towards Grimlock and the ponies, but this time Grimlock was ready. Throwing up his shield the missile slammed into its target, engulfing it in intense flame once again. However after the wind blew the smoke away it showed the both the ponies and Grimlock were unharmed by the second attack, but one of them wasn’t too thrilled about getting sucker-punched.

Grimlock’s metallic bellowing sent shutters through his counterparts as his optics trained on the missile’s cog trails. A few seconds had past and finally his sensors detected the origins of the missile, a large, green being was standing among the destruction of the city, one with a distinct signature.

“BRAWL!” Grimlock roared forming his sword.

“Brawl?” Twilight asked, “This is far more than just a brawl, this is a full scale invasion! How could you say this is just a-“

“BRAWL!” Grimlock roared again charging headfirst into destruction.

“For once I think the tin can’s got the right idea!” Rainbow said with an aggressive smile, “Let’s send the invaders packing!”

Rainbow bolted after Grimlock but was soon encompassed by a golden aura must like she had been yesterday. Struggling in its hold, she fought in vain as she was drug farther from the fray and closer to her friends. Nearly a minute passed and finally Rainbow stopped struggling, only to see her ruler look to her with a cocked eyebrow.

“We will get our chance.” Celestia said in a tone that was both calming and commanding, “but what I have stated previously still stands, we cannot risk losing one of the elements. That means we go… together.”

“Fine…” Rainbow grunted crossing her forelegs, “If you want to risk everything.”

“What’s going on with Rainbow Dash?” Twilight asked Applejack, “She’s never been this… angry…”

“I don’t know what ta tell ya Twi…” Applejack said scratching her head, “But right now ain’t the time to discuss it, we need ta get there as fast as possible.”

“Applejack is right.” Princess Luna said unfelling her wings, “We must make haste.”

Luna’s horn began to glow and her magic began to surround Fluttershy, much to her dismay, mind you. Soon after Pinkie Pie, Applejack and Rarity were encompassed in either a sapphire or golden glow. Once they were completely engulfed, the royal sisters, Rainbow and Twilight took to the skies. The only thing slowing Rainbow down being her helping Twilight as she desperately tried to stay aloft.

Meanwhile, in the city, Grimlock was getting closer and closer to his foe. Brawl had continued to fire his entire arsenal at him, but with a combination of Grimlock’s shield and his already amazing durability, every attack failed to slow the beast down. Knowing that Grimlock would be upon him in mere seconds, Brawl readied his Scatter Blaster for what could be his last stand.

“Come at me you overgrown scrap heap!” he yelled firing as fast as his trigger finger would allow, “Come-“

Grimlock’s hand wrapped around his head before he could finish, not even a moment later Brawl felt the ground from under his feet disappear. The feeling of weightlessness was fleeting however, replaced by the feeling of slamming into the ground at nearly one hundred times the force of gravity. Energon from his chaise spewed into the air, coating any nearby building that still stood with an entrancing glow.

Brawl’s systems were straining to keep him functioning, but Grimlock wasn’t done with him, not by a long shot. Brawl struggled in vain as he was helplessly drug through the streets before he was thrown into one of the taller buildings still standing. In a massive crash Brawl’s body collided with the building, sending the tower down on him in a wave of dust and rubble. Brawl struggled to his feet, holding his chest in a vain attempt to contain the massive energon leak that would more than likely be the death of him. He didn’t get much time to dwell on the matter however; the sound of rumbling earth caught his attention.

Brawl weakly turned to see his destruction slowly making his way towards him dragging a giant sword along the ground. The only thing visible among the smoke and flames was the faint, red glow of an unmistakable visor. Brawl raised his arm one last time and pointed his Scatter Blaster at Grimlock one last time.

“C-co… COME ON!” he roared coughing up energon, “I thought you knew how to fight!”

The rounds traveled through the air towards their target, but each sell simply bounced off Grimlock’s neigh indestructible chassis. It didn’t stop Brawl from trying to break through it though. Grimlock respected Brawl for that, even with energon leaking out of him like a waterfall he still was willing to fight. If this were the pits of Kaon or Iacon Grimlock would give him the highest of honors, a warrior’s death followed by a proper burial. But this wasn’t the pits; this was some pathetic world that was now unfortunate enough to be involved in the longest running civil war in the galaxy. There would be no real honor in killing him, but if the Decepticons were to lose Brawl the Bruticus would follow. That was reason enough for Grimlock.

With one last step Grimlock was standing before Brawl, his weapon was out of ammo, but he could still hear the click of the trigger. Throwing his weapon to the side Brawl began to punch Grimlock’s chassis to no avail. The only thing that stopped him was Grimlock’s foot slamming into his chest and forcing him to the ground. Brawl struggled helplessly while Grimlock looked down to his opponent with a nod.

“Become one…” he said raising his blade above his head.

Two missiles slammed themselves into Grimlock’s back before he could deliver the killing blow, knocking the titan off balance. A loud thud resonated through the devastated city as Grimlock fell to the ground, rising quickly he was blasted again by another pair of missiles, sending him even farther away from the downed Decepticon. Rage began to fill the Dinobot’s mind while he rose a third time. However, instead of missiles, there was the distinct sound of jets. Grimlock looked to the sky and saw his assailants soring towards him, firing another volley of missiles. Reading his shield once again, the missiles exploded and engulfed Grimlock in flames once again, but as the smoke cleared they saw that they didn’t hurt him, in fact they only succeeded to make him mad again.

“Why are you engaging?” Starscream exclaimed, “We were only here to gather samples for Shockwave!”

“I’m not letting Brawl go offline without a fight!” Blast Off roared back, sending another volley at Grimlock. “Either you can help me or you can go crying with your tail between your exhaust!”

“Fine…” Starscream replied banking hard left, “Killing Grimlock would bring be into good standings with Megatron anyway.”

Starscream and Blast Off fired their missiles towards Grimlock once more, just to have them blocked by his shield again. Roaring angrily Grimlock swung his blade at the oncoming Decepticons, missing them by mere inches. That was one of the many things Grimlock hated about jets; he never really could reach far enough to hit them. With every pass Grimlock stretched out as far as he could reach to slice at them and each time the result was the same, they would just barely be out of reach. His rage began to mount with every pass, but then Grimlock had a stroke of genius.

Grimlock reached for a large chunk of building and waited for the two to make another pass at him. Once they were in his sights he waited for the right moment to present itself. He didn’t have to wait long, Blast Off and Starscream fired another set of missiles seconds later, but this time Grimlock was more than ready for them. Steadying his aim he threw the rubble at the missiles as hard as he could, the following explosion made the two falter in their original course as well as being blinded by the smoke. Once it finally cleared they realized that it was too late. Grimlock was right in front of them; arms outstretched and ready to bring them down. Starscream barely had time to scream in terror before Grimlock grabbed them by their wings and slam them into one another.

Having disoriented his opponents Grimlock slammed the two jets into the ground without mercy; the very force of the impact caused the two to revert to their robot forms. The sudden shift surprised Grimlock to the point that he released his grip just enough for Starscream to slither through his grasp, Blast Off however, was far less fortunate. Grimlock’s hand clinched around Blast Off’s lower body tighter and tighter, crushing him like a tin can. The gut wrenching sound of metal scraping against metal was only multiplied by the ear shattering cries of pain that came from Blast Off himself. The agony had no effect on Grimlock; he had heard those noises on countless battlefields across Cybertron and Earth alike, even from his own vocal processors when Shockwave violated his very being, while he was still conscious.

The sudden thought of Shockwave caused Grimlock’s grip on Blast Off’s lower half to suddenly loosen, he finally had a chance to get a clue. Blast Off looked to his maker questioningly, a few more seconds and the spark would have been squeezed out of him. Now among the flames and haze the giant’s visor began to glow a dim blue.

“Where…?” Grimlock growled.

“What?” Blast Off asked, doing his best not to cough up energon.

“Where…?” he repeated, slightly tightening his grip.

“Where’s what?!” Blast Off exclaimed, panicking.

“WHERE SHOCKWAVE?!” Grimlock roared, his visor returning to its red color as he began to squeeze tightly again, “TELL GRIMLOCK!”

The blood curdling cry rang out through the destruction, reminding Grimlock the prisoners can’t really talk when they were dying. He really didn’t care much for that fact, it meant that he was never able to get answers as fast as he liked. Releasing his grip yet again, Blast Off couldn’t help to unleash a torrent of Energon from his mouth. Grimlock’s only response was a deep growl.

“Tell Grimlock where Shockwave…” he said bringing the Decepticon to his face, “Then me let you live…”

A small smile came to Blast Off’s face, making Grimlock think that he was about to get an answer, but when energon spittle splashed onto his visor he knew that Blast Off was willing to take that information to the All-Spark.

“Screw you…” Blast Off coughed.

“You first.” Grimlock growled.

Grimlock positioned himself perfectly and with a mighty roar threw Blast Off into kingdom come. Once he was no longer in his optics Grimlock turned his attention back to the Con that was behind him, only to realize that he wasn’t on the scanners. Instead his sensors were picking up even more missiles. Sighing Grimlock brought his shield one last time to stop the pointless attack.

Grimlock never saw the armored truck barrel through the building behind him. Before he even knew what was going on he was already midair and ready to land hard. As he floated helplessly Onslaught transformed into his robotic form and drove his fist into Grimlock’s stomach, sending the Autobot crashing into the streets below. Onslaught took advantage of the sudden turn of events and jumped onto Grimlock’s chest and began to unleash the contents of his weapon’s magazine into Grimlock’s faceplate. With his barrel still smoking he began to reload, but a giant hand wrapped around Onslaught from behind and threw him into a nearby pile of rubble.

The action was actually a godsend for the Decepticon, for only seconds later the missiles that Grimlock was readying to block slammed themselves into him, creating a plume of smoke and fire. Onslaught shielded his optics for a moment but when he saw a massive shadow looming over him, a shadow with pulsing red optics. Raising his fist to make yet another carter, machine gun fire riddled his back distracting him enough for Onslaught to make a hasty retreat.

The sound of a helicopter filled the air before the sound of thousands of rounds exiting the barrel cut through the air yet again. Vortex made one last strafing run against Grimlock before kicking his thrusters into high gear and swooping in to secure his team leader. Grimlock’s only reply was to unleash an unsettling roar that shook the earth around him.

“WHY YOU NOT FIGHT?!” He roared, “MAKE BRUTICUS! GRIMLOCK NEED CHALLENGE!”

“We need Swindle…” Vortex said, looking back at the destruction, “Now more than ever…”

“We’ll find him…” Onslaught said looking back to see Starscream aiming a missile at Grimlock. “STARSCREAM! WHAT IN PRIMUS’S NAME ARE YOU DOING?!”

“Saving all of us!” he replied as the missile released from his wing.

The missile flew straight for Grimlock, his shield was already up and ready, but to his surprise it flew right past him. He followed the projectile with his sensors until he realized that it was heading towards a titanic energy signature that he hadn’t noticed in his earlier rage.

“Solid energon?” he said in disbelief. He stood there in awe for a few seconds before putting two and two together and began to frantically give chase.

“What did you do?!” Onslaught roared, don’t you know what happens when you mix explosives and solid energon?!”

“That’s what I’m counting on.” Starscream replied, “Grimlock will be too busy trying to be the hero to track us.”

“That is if we don’t get caught up in the blast!”

“Then I suggest you tell Vortex to activate his thrusters.” Starscream replied coldly, “Brawl and Blast Off are already a safe distance away thanks to me, but I won’t hesitate to leave you two behind.”

The three Cons sped off into the mountains as Grimlock did everything he could to stop the oncoming missile. Ruminates of houses and statues alike toppled like a hose of cards before him, but he was just too slow after all the fighting that had just taken place. His wounds didn’t stop him, all of them were minor anyway; it was the overdose of energon that was starting to bring him down. Almost every system that allowed him to function was on the verge of going critical, but he kept up the chase, he had made a promise to keep the little horses safe and if there was one thing Grimlock ever did that was considered good; it was that he always kept his promises.

Grimlock may always keep his promises, but that defiantly meant that he wasn’t faster than a speeding bullet or missile in this case. Seconds after he made a desperate failing attempt to stop it, the missile slammed into one of the support pillars of the spire, bathing everything, including Grimlock in the purple and blue flame that was an energon blast. He roared in pain as he flew hundreds of feet backward, an energon explosion was one of the few things that hurt Grimlock, and one on this scale was definitely had enough punch to take him down for hours.

Fortunately for him, he was far enough away not to be seriously damaged, but the explosion caused a surge of energon to flow through him, making it hard for him to even stand. His internal systems were at critical mass and his body was reacting the only way it knew how, stasis lock. Grimlock couldn’t stop now though, the spire still stood, but the support was gone and it would be only minutes until it fell and who or whatever was inside would die. It was here at this critical moment that he decided to do something that had never been before.

“Override code…” he growled, dragging himself towards the spire. His internal systems screamed at him, warning that any further exposure would lead to permanent shutdown. “OVERRIDE!” he roared once more as he used all of his strength to run to the spire.

“By the sanctity of the night…” Princess Luna said in horror as the Crystal Castle began to collapse, “How many have taken refuge inside.”

“Everypony but the guard.” Princess Celestia replied, her voice said matching the same fear, “Luna, quickly, we must do everything we can to stabilize the-“

“Look!” Rarity shouted pointing to a large shadow approaching them through the flames “Is that…”

Grimlock burst through the fire like it was nothing, sprinting faster that what they had all previously thought possible.

“Grimlock…” Princess Celestia relieved, “he’s still unharmed… but what is he doing?”

“I don’t know princess.” Twilight said, but it looks like he’s-“

The very sight of Grimlock latching on and holding up the castle stole everypony’s breath away, even Rainbow’s, nothing in Equestria was that strong, but Grimlock was able to keep it standing, or so they thought.

“What’s happening to him?” Fluttershy said worryingly to Princess Celestia, hoping for an answer, “he looks like he’s hurting.”

Celestia looked to see that though he was holding the castle his strength was noticeably leaving him. That wasn’t the only thing she noticed, she also heard him, the roar that erupted from him was familiar to her, much like a dragon after being impaled through the chest with a magical lance. She looked to her little ponies then back to Grimlock with knowing eyes.

“We must help him.” She growled unfurling her wings, “he cannot do this alone.”

“We’re on it!” Twilight said commandingly, “Come on girls let’s-“

“Twili?!” a voice called from the rubble, “Twili, what are you doing here?!”

“Shining Armor?!” Twilight exclaimed, completely forgetting the task that had been given to her, “You’re alive?!”

“Barely…” he replied, wrapping his little sister up as tightly as he could. “My elite guard and I are the only ones left.”

At that moment some three dozen guardsponies dragged themselves into view, half of them pulling catapults.

“W-what happened?”

“They… they came out of nowhere…” Shining explained, “From the sky… on land… we didn’t know what to do… until they started kidnapping… and killing…”

“They did what?!” Twilight shrieked, her pupils turning into dots.

“They murdered our subjects.” Shining growled, “I tried to save as many as I could, but-“

Shining’s attention was turned to the castle for just a moment, but it was long enough to see Grimlock doing everything in his power to keep it standing, but what was going on in Shining’s mind was something far different.

“By all that is good…” he said horrified, “One of theme’s trying to tear the castle down!”

Almost throwing Twilight to the side Shining roared the order to fire at will. His fellow defenders didn’t fail to follow his orders and each with their own mighty pulls, unleashed chunks of their own city in his direction.

Grimlock’s body was at its breaking point, rage was flowing through him almost beyond what he had ever felt before and all of his systems were so oversaturated with energon that any moment could result in him going offline. The only thing that kept him going was the constant reminder of his promise and a vow that he made some seven million years ago to himself. Among all of this his scanners managed to pick up incoming projectiles, but they weren’t missiles. Chunk after chunk of broken off energon bombarded Grimlock’s sides as he struggled in vain to keep the castle standing.

“NO!” he roared, “Grimlock… HELPING!”

Less than a second later a chunk five times the size of the others slammed into him, finally forcing him off the castle, and the deep end.

Shining Armor and his guard cheered in victory while his sister and her counterparts stared onward with their jaws on the ground. In his happiness Shining grabbed his sister and swung her around in a circle, expecting her to be just as ecstatic as him, but when he saw that wasn’t the case he sat her down to ask way.

“What the matter Twili?” he asked with a proud smile, “We stopped the bad guys… we WON!”

“What have you done?” Twilight said fearfully, “WHAT HAVE YOU DONE?!”

“What do you mean?” He asked, even more confused, “That thing was attacking the castle, we attacked it back, we won… end of-“

A deep metallic rumble cut off Shining’s words and his guards celebrating as a frighteningly familiar sound to Twilight and her friends filled the air amongst the smoke and destruction, followed by a loud terrifying, metallic roar.

“What… was that?” Shining asked looking around.

“Celestia save us…” Twilight whispered as a tear formed in her eye.

“Save us from what?”

The crystals around the castle exploded forth, nearly crushing everypony if not for Luna and Celestia’s quick combination of levitation and teleportation spells. In the aftermath of the sudden burst Shining was about to ask what was going on, but he never got to, the giant metal monster answered that question for him. A monstrous roar erupted from its mouth once again just before flames engulfed the nearest catapult to him, the guards were fortunate that Celestia and Luna were there you teleport them to safety.

“READY REMAINIG CATAPULTS!” Shining roared, “This one can change too!”

“NO!” Twilight begged, “It won’t stop him!”

“Him?” Shining asked, “How do you know it’s a-“

A mighty stomp from the beast slammed down onto another catapult, shattering the once thought to be indestructible reforged crystal. Guards rushed for their spears, but with every thrust their weapons shattered like prized china against steel. Grimlock continued his assault on those that had pushed him too far. He was no longer in control, rage had consumed his very being and now he was about to make them pay for their sins.

“Sir!” One of the guards called out desperately, “Nothing is working! We-“

Before he could finish he was engulfed in the metallic jaws of the beast and thrown nearly halfway across the city before turning his attention back to the remaining catapults. Each began letting loose on him. Hoping that it would be enough to at least slow the monster down, but it was a fool’s hope, just as soon as they started firing flames engulfed them, followed by explosions the maimed and impaled some of the guards.

“You need to get out of here!” Shining Armor roared at his sister and her friends, “I’ll hold him off as long as I can!”

“Shining pleas listen!” Twilight begged, “You don’t understand! He’s-“

“Twili…” Shining Armor said one last time, “Run…”

With tears in her eyes she obeyed her brother’s wishes and began to run to the false safety behind what was left of the guard. Twilight looked back one last time to see the titan descending upon her brother with a look that screamed for blood. Shining just stood there, his horn beginning to glow a mystic blue color, unlike his usual pink. Metal fangs began to surround him, but he remained calm, waiting for the precise moment to strike. Finally with the fangs nearly touching his coat, Shining Armor released his attack, sending Grimlock nearly fifty feet into the air before he crashed some one hundred feet away.

“I… I… did it…” he said with a weak smirk on his face as he desperately tried to stay standing, “He’s-“

Another metallic roar bellowed through the ruins of the empire, even more primal than the previous one. Shining looked in disbelief to the direction that he had launched his foe to see him barreling towards him, flames spewing and spitting through his mouth. Shining tried to stand fast and ready yet another attack, but the spell he had already used was capable of destroying an entire company of armored griffons, only sparks fizzed through his horn. The very attempt drained all he had left and he quickly feel to the ground, unable to escape the monster’s path of destruction.

“Shiny!” Twilight cried with tears in her eyes, trying to break through the line of guards, “NOT MY B.B.B.F.F.!”

Grimlock was just a few steps away from being upon his pray when something unexpected happened. In a flash of light Princess Celestia appeared between Shining Armor and himself, a look of defiance that could deter even the mightiest of dragons.

“Sister?!” Princess Luna gasped, “What are you doing?!”

“What must be done…” she replied, continuing her stare in hopes of deterring Grimlock.

Grimlock was no dragon however, in the state he was in it didn’t bother him to kill what stood in his way. Unleashing a wave of heat from his mouth, Grimlock engulfed the two in flames comparable to the sun itself. The guards and others were speechless, did he actually do that so many thought was impossible? Did he actually kill an alicorn?

“We are not your enemy…” Princess Celestia said through the flames before they dissipated to show that both she and Shining Armor were unharmed. “We are your friends.”

Grimlock ignored the calm plea and tried to squash her like an insect, but the magic that shielded herself and Shining stood up to his foot just as well as it did the fire. Even more frustrated Grimlock enveloped the magical shield in his mouth, trying to crush it that way. It didn’t work for a few seconds, but when several small fractures in the golden structure began to so, Celestia’s eyes grew fearful. This was one of the most powerful protection spell ever known, and Grimlock was cracking it. Celestia’s eyes began to glow brightly in a last ditch effort to keep Shining safe, the following flash of light blinded Grimlock just long enough for Luna to join in the fight, but instead of attacking she combined her power with her sister’s to incase Grimlock in a dome of sapphire and gold.

Grimlock paused to look around for a second before roaring yet again and slamming his entire body against his cage to no avail. The royal sisters had managed to contain Grimlock, for now. Twilight rushed to Shining Armor’s side and helped him up as best she could, tears of joy rolling down her face.

“I-I thought I’d lost you…” she managed to say through her tears.

“You should know I’m harder to kill than that Twili…” Shining said with a smile, “I was the Capitan of the Guard after all.”

“Yeah whatever,” she replied with a giggle, “that still doesn’t mean I can’t worry.”

“Twilight Sparkle…” an authoritative voice said from behind the two. Twilight looked to see Princess Celestia staring her down just as she had to Grimlock only seconds earlier.

“Y-yes… P-princess?” she stuttered.

“You completely and blatantly disobeyed me.” she said sternly, “If not for the distraction of your brother this whole event may have been avoided… and I wouldn’t have to see Grimlock in this situation yet again.”

“He’s my brother!” Twilight replied, “How could you-“

“Your duty as a princess is to your subjects first, then your family.” Princess Celestia interrupted. “The needs of the many outweigh the needs of the few.”

“But… he’s…”

“I know how you feel Twilight.” Princess Celestia with a nod, looking to the darker alicorn looking to the metallic titan with awe, “but sometimes you must put the fate of all above the ones you love… believe me… it’s painful, but you know in your heart that it’s for the best of everypony.”

“Yes Princess.” Twilight said with a humble bow, trotting to her mentor’s side, “but what now? He let it happen again… how are we-“

“It’s very simple Twilight.” Celestia interrupted with a deep sigh, looking to the one who wouldn’t hesitate to kill her at the moment. “We wait… then we ask him who in Tartars foalnapped the crystal ponies…”

*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*

“Wake up…” a voice said softly, almost caringly, into Swindle’s ear, “You’ve taken quite the beating…”

“W-wha…?” Swindle replied, his neural processor was aching and his hydraulics were completely shot, “What… what happened…?”

“You managed to find our humble abode.” The voice replied, “You made quite the entrance if I do say so myself… not many things can fall nearly five hundred feet into a black pit without wings and live.”

“Abode? Pit? Fall?” Swindle replied trying to reach for his head, only to feel some kind of restraint.

Swindle’s optics shot open to see that he was being held by some kind of plant of sorts, its vines wrapped time and time again around his arms legs and waist, ensuring no escape.

“What in Primus’s name is going on?!” he yelled struggling in his bonds, “Where am I?!”

“Those questions will all be answered in time.” The voice replied as green flame burst before Swindle’s eyes, revealing an entire legion of insect-like creatures, the tallest of them standing directly in front of him. “But first…" the tallest said stopping directly in front of Swindle's faceplate, "why not tell me about your angry little friend… Grimlock…”

Interrogation

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“Are you sure that this will hold him?” Twilight asked looking to the titan bound in crystal and steel. “He nearly broke through Celestia’s barrier when he transformed.”

“Prince Shining Armor commissioned the finest steel and crystal forgers to create those chains your highness.” One of the many blacksmiths said, “And we’ve had some of the most powerful unicorns in all of Equestria enchant it to insure that it wouldn’t break.”

“I’m aware of that, I read the work order.” Twilight said looking back to the blacksmith, “but he’s shown us that his physical strength is far beyond anything that we have ever thought to be possible.”

“He won’t be going anywhere.” The blacksmith said with a smile, “I assure you of that.”

Twilight nodded as the blacksmith returned to his station, leaving Twilight alone to stare in awe at the monster that singlehandedly saved hundreds, if not thousands of lives. He had also severally injured two dozen guards nearly killed both her mentor and her brother. Twilight whipped away a tear from her eyes as she tried to forget the latter of the two facts, she just didn’t know what to make of Grimlock. He showed heroism beyond anything she thought possible, even the willingness to fight and possibly die for beings that he had just met, but he also showed a primal rage and hatred that terrified her beyond anything that she had ever faced. Was he a Hero or monster? Was he Equestria’s greatest ally or most dangerous threat?

The questions just kept swirling in her head until the doors to the dungeon opened and a bright light shined inside. Twilight looked to the light and saw the dark outlines of nine ponies, ponies that Twilight knew well. The first of them that came to her side was the one that had sent the letter, the one who was like the big sister she never had, Princess Cadence.

“So THIS is the beast that my husband had to contend with…” she said looking Grimlock up and down. “He seems very imposing.”

“You haven’t seen him when he’s angry.” Twilight replied shaking her head, “That is more terrifying that Changelings, Sombra and Nightmare Moon combined.”

Twilight’s eyes suddenly fell on Princess Luna, whose frown was more than disapproving of the mention of her alter ego. Twilight quickly looked away, ashamed that she was inconsiderate enough to even think about such a thing in her presence. The former foal-sitter noticed the change in Twilight’s body language, but before she could make an attempt to console her, a flash of the entire light spectrum drove the two apart.

“Still think he’s on our side?” Rainbow asked with a confidant smile while she nudged Twilight’s shoulder. “At least these crystal ponies have the right idea.”

“I still don’t know Rainbow.” Twilight sighed, still trying to shake of the shame of her previous comment. “If he was bad then why did he try to stop the castle from falling? If he was evil I doubt he wouldn’t have even cared.”

“He’s already said that he doesn’t care about us.” Rainbow said staring daggers at Grimlock, “We all heard him say it.”

“I know Rainbow…” Twilight said lowering her head, “But what about the Ursa attack? He could’ve easily done nothing, he could’ve even helped them, but he fought them AND kept the fight away from the townsfolk… and then there was yesterday… none of us saw what he ran after and my brother said that there were more like him…” Twilight looked back up to the subject their conversation, “What if he fought the ones that actually attacked the Crystal Empire in the first place? What if he was protecting us from them?”

“What ifs aside, he still needs to answer for what he has done.” Shining Armor said, limping over to his sister. “Two dozen guard ponies injured eleven of them possibly on their death beds and seven of those have burn wounds inflicted by you. How do you plea?”

Grimlock didn’t respond he just looked down to the group of ponies for a few seconds before returning his gaze to the opposite wall. Shining Armor retaliated by throwing a red hot metal rod towards Grimlock’s head, but before it could hit him it was enveloped in a golden glow. Shining Armor turned around to see Princess Celestia looking at him with a look of disapproval that only a mother could have for her son.

“I don’t think that that is how you should treat a guest.” She said calmly, placing the rod back in the blacksmith’s forge.

“Guest?!” Shining yelled, “YOU THINK HE’S A GUEST?! Need I remind you that he AND his friends destroyed the entire kingdom? All but a few of the guard is dead and nearly a quarter of the population is either dead or missing! And you expect me to treat him like a guest?!”

“He wasn’t a part of the raiders you speak of.” Celestia replied, maintaining her calm, “He was in Ponyville helping in the reconstruction effort.”

“Well you could’ve told us that!” Shining roared, “Why didn’t you send a letter or something?! You could’ve avoided this whole thing! THIS IS ALL YOUR FAULT!”

A dead silence fell onto the ponies they couldn’t believe what they had just heard. Shining Armor, the once proud and honorable Capitan of the Guard, had just told the ruler of ponykind that she was at fault for the desolation of the Crystal Empire. Princess Luna shuttered, she knew that her sister had a temper that could melt diamonds hidden behind calm demeanor and that was just the insult to say to unleash it. Princess Celestia remained calm however, though her wings did ruffle a bit at the accusation.

“S-should we leave sister?” Princess Luna asked, motioning for the others to make their way to the door.

“No.” Princess Celestia responded, sounding more like an order than a reply. “I want all of you to hear what I am about to say…”

Princess Celestia loomed over Shining Armor with a glare that made him drop his anger and replace it with fear, but instead of giving him a proper tongue lashing she simply looked over to her niece. The other ponies scattered, leaving Princess Cadence to fend for herself against her aunt. Frozen and trying to think of what to do she was completely unprepared for what Celestia did next.

“Cadie…” Celestia said in the sweetest of tones, “could you answer a question for me?”

“Oh… of course!” She answered quickly, unsure off what else to say. “What would you like me to answer?”

“It’s a rather simple question Cadence.” Celestia replied, casting her gaze back to Shining Armor, “Where do you receive my letters?”

“What?”

“Where do you receive my letters?” Celestia repeated, not taking her eyes of him.

“Well, whenever you send me a royal decree or even just a personal letter I receive them personally.” Cadence answered, not knowing where her aunt was going with the question.

“That’s correct.” Celestia responded, “And where does Shining Armor receive HIS letters from me?”

“The same way I receive them…” Cadence answered, putting two and two together, “I normally give them to him the moment they are received.”

“Again you are correct…” Celestia said taking a seat, but not still staring down Shining Armor. “Now where were you when you sent ME that letter about the attack?”

“In the castle, we had just gathered as many subjects as we could before he…” Cadence’s eyes widened, realizing what Shining Armor had done, “he magically sealed us in… nothing could’ve come in or out of the castle…”

“Again you are correct…” Princess Celestia replied nodding her head. “Even if I would have sent a letter… it would’ve been impossible for you to receive it and given the off chance that you DID receive such a letter, Shining Armor would’ve been too busy on the front lines protecting you and your ponies to take notice of it.”

Princess Celestia then stood up and made her way to Shining Armor, but instead of stopping him and making him apologize, she completely ignored him. Instead she walked passed him, her sister and the others to stop in front of Grimlock.

“No pony is at fault here, what is to blame is an incapability to communicate because of standard military precautions.” She said shaking her head, “But that does not exempt the fact that Grimlock attacked and nearly killed ponies, including my nephew-in-law.”

“So, what do you propose we do?” Shining Armor asked, shooting a quick glare at Grimlock.

“It’s actually quite simple…” Princess Celestia said looking back to him. “All we need-“

“-is to tell me about this ‘Grimlock’ that I keep hearing so much about.” Queen Chrysalis said dragging her hoof across Swindle’s chest. “I want to know everything there is to know about him.”

“I already told you insect!” Swindle roared, trying to free himself, “He’s an Autobot! That’s all you need to know!”

“Well… isn’t THAT a shame.” Chrysalis replied with puppy eyes, “And I thought we were becoming friends… too bad, I was thinking that I could loosen you up a bit too.”

Chrysalis walked off towards a table on the opposite side of the room, but little to her knowledge, Swindle actually felt slack in his bindings, but his training kicked in the second before he tried anything. He knew by the chatter of the smaller ones that she held the title of Queen; even if it were an honorary title it still meant that she held importance in their society. If he waited long enough he could possibly get it to where she wouldn’t be so watched over, he could easily take her hostage and burn rubber until he found the other Combaticons, that is, if they were still alive.

“Swindle?” Chrysalis asked breaking him of his train of thought. “It’s Swindle right? I’ve tried to be a hospitable guest to you but you just-“

“H-how?”

“I beg your pardon?”

“My name…” Swindle answered, “HOW DO YOU KNOW MY NAME?!”

“And I thought I was the one asking the questions.” Chrysalis giggled turning back to face her captive, “But if you must know, you fell into our hive two days ago… you made quite a mess out of the slower changelings I might add, but that being said you talk when your unconscious…”

“Is that how you know about Grimlock?” Swindle asked, feeling even more slack in his bindings. “I never knew I thought about him THAT much.”

“Well it’s never my place to judge ones orientations.” Chrysalis replied shifting items on the table around, “But no… you failed to mention my current interest.”

“Then how do you-“

“I have spies everywhere Swindle.” She interrupted, “It’s not hard to gather information when you need it here… as they always say ‘loose lips deflate blimps’.”

The guards left their queen’s side as her horn began to glow, casting a dim light over the table she was working at. Swindle had no idea what she was planning, but since her guards left he decided that he wasn’t going to stay around long enough to find out.

“There’s a saying like that on the planet I came from.” Swindle said with a smile clinching his fists.

“Oh?” Chrysalis said, not paying much attention to him, “Well I guess it’s a small world.”

“Try galaxy…” Swindle said with a smile, “Oh… and about loose things…”

Swindle’s pistons kicked into high gear as he activated his thrusters in an attempt to grab his captor, but with his prize inches out of his reach his restraints went taught with a vengeance. The vines pulled hard on Swindle, forcing him to slam into the ground so hard energon spewed out of his mouth, but that was only the beginning. He desperately clung to the earth, but the vines were far too strong, lifting him into the air with ease, they slammed him back to the ground again and again until every last ounce of fight in him was gone. Broken and coughing up energon, the vines returned him to his starting place, prompting Chrysalis to finally turn around.

“Oh I’m terribly sorry Swindle…” She said with a dark smile, “I suppose I should have told you that the entity that has you in its control doesn’t appreciate sudden movements. Changelings are too small for it to notice, but your bulky enough for it to know what you’re doing… No offence.”

Chrysalis’s horn began to glow yet again, but this time it levitated a strange object to her side. Swindle weakly looked over to the item, but in his current state he couldn’t register it before she hid the item behind her back.

“Now, now Swindle, I wouldn’t want to ruin the surprise for you.” She giggled, playfully trotting over to her prisoner, “But you shouldn’t worry, I don’t think it’ll hurt… well… actually… I don’t think it’ll kill you would probably be more accurate…”

“Grimlock, please…” Celestia beaconed, “Tell us who they were.”

Her plea fell on deaf ears, they had been trying for hours to get him to talk, but his silence was the only answer they could ever get. Luna had also tried her hoof at getting Grimlock to talk, but the closest she had gotten was a glance that lasted for longer than ten seconds, which was actually the best that any of them could do.

“It would be wise for you to tell us, Grimlock.” Luna said stepping forward again. “You may need our help.”

“Help?” Grimlock questioned, “Me not need puny pony help…”

At that moment Grimlock barely flicked his wrists, snapping the crystal and the magic that enchanted them. Shining Armor, Rainbow Dash and the remaining guard prepared for a fight, but with a quick glance from the princesses they stood down. Turning their attention back to Grimlock they expected his sword raised and ready for a fight, but instead they saw him standing there, his massive shadow casting all of them in darkness.

“Ponies can’t hold Grimlock,” he said kneeling so he could get closer to them, “Me only stay in chains to make ponies feel better. Me could break them anytime me wanted to.”

“But you didn’t.” Celestia answered, “You didn’t because you were concerned for our safety.”

“No.” Grimlock answered rising to his feet. “Grimlock not care much for the weak, but Decepticons-“

“Decepticons?” Celestia asked, her interest peeked, “What are Decepticons?”

Grimlock froze before clinching his fists in anger. He had foolishly mentioned the name of his foe and now the little ponies wanted to know more. Turning towards the door to make a quick exit, he felt something brush across his wrist. He looked down to see the cowboy pony’s lasso attempting to ensnare his hand, but before the rope became taught he wrapped his other hand around the rope and pulled, bringing the pony with it.

Applejack’s friends tried to grab her, but Grimlock had pulled too quickly, she was already face to faceplate with him. They along with shining Armor, Cadence and the reluctant princesses readied themselves for the fight of their lives. But much to their disbelief and ones utter disappointment, Grimlock gently lowered her on his now open palm.

“You very stupid pony.” He growled staring her down, “You know nothing can hold Grimlock.”

“I wasn’t tryin’ ta hold ya down.” She replied staring right back at him, “I just want ya ta tell the truth.”

“Truth?”

“Yes… the TRUTH.” Applejack replied with a nod, “I want ya ta tell us ‘bout those Decpta-thingys… and if that ‘Starscreech’ feller one of ‘um…”

“Grimlock has said enough.” He replied, placing Applejack on the floor. “Now Grimlock leave.”

“HOLD IT RIGHT THERE!” Rainbow Dash exclaimed, appearing in front of him in an instant. “What are you planning on doing now, huh? You planning on finding your pals and-“

“What you say, rainbow pony?” Grimlock growled clinching his fists.

Twilight and the others looked to Grimlock in fear as Rainbow hovered just a few feet away from his face plate. They had seen him mad, but never like this. He wasn’t mad because something hit him or because something was annoying him, granted that have partially been a factor because of Rainbow’s constant pestering, whatever she had said to him insulted him so deeply that they could already see his body pulse a faint red.

“P-princess…” Fluttershy whimpered slowly backing herself behind Celestia.

“Don’t be afraid Fluttershy.” She replied calmly, nodding to her sister to make sure she knew what to do if it went any further downhill. “Twilight I need you to be ready as well.”

“Ready for what?” she asked.

Twilight had been so fixated on Rainbow and Grimlock that she didn’t really know what was going on, but with a quick nod of the princess’s head Twilight knew exactly what she was talking about. No pony wanted another Ponyville incident, and by the looks of their dimly glowing horns they weren’t about to let history repeat itself.

“I asked you…” Rainbow replied with a twisted smile unlike anything the ponies had seen, “If you were going to run away and meet up with your friends and-“

“THEY NOT GRIMLOCK’S FRIENDS!” Grimlock roared trapping Rainbow in his grip as he slammed his fist into the wall.

The sound of stone shattering against metal was the straw that broke the camel’s back. In a matter of seconds Grimlock was completely engulfed in golden, sapphire and pink magic. In his rage he tried to fight the forces that held him, but it wasn’t much use, whatever was held him back was doing a good job. For moment he came to his senses and in that moment he realized something, he had felt this before. When it first happened he had just had his first encountered the ponies, but he was so enraged that he couldn’t fully comprehend what was happening. Now that he was mostly aware his sensors could process what was happening to him. The readings showed the amount of energon exposure began to spike from their usually low levels to a level similar to what he experienced when he realized that the giant building he was holding was made of pure energon. Turning to see the origins of such a spike he saw that the pretty ponies and Twilight’s horns were glowing furiously, the sight was enough for him to jerk enough to release Rainbow unharmed.

Those not involved in holding the beast down rushed to Rainbow’s side, afraid that she was injured or worse. Those who held him down however, their faces were a mix of dread and fury, Luna was even bearing teeth. Grimlock’s body still pulsed red, but any attempt to move was quickly suppressed by their magic. They didn’t know that he was in a slight state of shock.

“P-pretty… Ponies…” he said, the red pulse becoming less frequent.

“No Grimlock.” Princess Celestia said in a commanding tone, “This is the last straw, I’m sorry but I can’t let you roam free anymore, you are too dangerous to-“

A thundering sound of an explosion came from behind Grimlock, soon followed by those who rushed to Rainbow’s aid landing on the ground at the feet of the princesses. They looked to the explosions epicenter to see a lone pony standing there, Rainbow Dash, her head lowered to the ground in a seemingly weakened state.

“R-Rainbow Dash?” Twilight asked in shock, “Are you-“

“Enough you pathetic excuse for royalty.” Rainbow growled shooting a glare at twilight that would send chills down even a cockatrice’s spine. “I will not address trash like you.”

“T-that voice…” Celestia said in horror as her horn stopped glowing, “It…it can’t be…”

“Oh it can ‘Princess’…” Rainbow replied with a fanged smile. “Where there is hatred and fear I can always survive… but I don’t believe that I will be able to say the same for you…”

A smoke-like aura surrounded Rainbow Dash as her body began to heave and contort unnaturally. “This body is no longer of use to me…” Rainbow said while a black liquid began to pour out of her mouth, a lone tear escaped her eye before they completely rolled back into her head. The second the liquid stopped pouring from her lips Rainbow hit the ground in a lifeless thud.

“RAINBOW!” Twilight cried, making an attempt to run to her friend, but the steady hooves of both Celestia and Luna held her back.

“So much anger… so much hate…” the liquid said, “So… delicious…”

At that moment the liquid shot up into the smoke intertwining with it to take the form of something that hadn’t been seen in over a year. It had dagger-like fangs, a glowing red horn and finally two distinct green eyes spewing purple smoke, the shadowy face looked to the ponies still standing and let out a deep, sinister laugh.

“No need to fret my little ponies…” he said still cackling, “The shadow… has… ARRIVED!”

Grimlock vs. King Sombra

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Icy winds howled across the frozen wastes, beating themselves into the sides of the ice covered mountains. Nothing could live in this hostile of an environment and not to mention that one would be insane to even consider so much as looking in its direction. That however made it the perfect location. Nothing would ever believe that there could be something lying underneath its cold surface.

The sound of jet thrusters were barely audible over the howling winds of the outside, in fact flying itself was almost impossible, visibility was less five feet. That didn’t stop Starscream from doing it though, he may have been a backstabbing failure when it came to most forms of combat, but his flying skills were next to none. Setting his thrusters into high gear he cut through the frozen air, the only evidence he left were the fleeting sounds of thunder made every time he broke through the sound barrier.

“Won’t be long now…” he said to himself as he picked up speed, “The coordinates Shockwave gave me are less than a nano click away.”

A loud ping erupted inside Starscream’s cockpit, signifying him to slow down. With a steep bank left that would kill any fleshling, he began to descend. In a matter of seconds his body morphed from a jet to its robot form, the collision with the ground afterward sent a wave of ice and snow nearly twenty feet in the air. It didn’t faze him one bit, he always had a knack for flare as it was. Checking his holopad he noticed there was an anomaly in the terrain, a cave, a cave that emitted the distinct signature of energon.

“Very perceptive Shockwave…” Starscream grunted to himself, walking towards the cave, “Even the dullest of Dinobots could find this place…”

Starscream continued to make his way towards the cave, but he abruptly stopped just before he walked inside. He couldn’t shake the feeling that someone was watching him. In an instant he spun around, his trademarked Null Ray ready to blast away anything that showed up on his targeting systems, but to his surprise there was nothing there except for the ice and snow.

“I could’ve sworn…” he said scratching his head, but he shrugged it off and continued into the cave.

Once inside he could hear the sounds of Shockwave’s tinkering deep within. He wondered how Shockwave managed to create a lab on the backwater planet, there was absolutely no advanced technology, and the inhabitants hadn’t even come close to developing a quantum generator yet. Then again that just spoke volumes of how intelligent and resourceful Shockwave was, a resourcefulness that Starscream would need to further his owns means on this planet, all he had to do was wait for the right moment.

Starscream’s thoughts were paused yet again by the strange feeling he had before he walked into the cave. Spinning around again he actually fired his Null Ray without a thought of whoever could’ve been behind him. Smoke hissed out of his weapon’s barrel as he opened his optics expecting to see something lying at his feet, but again there was nothing. Unnerved Starscream quickened his pace inside the cave until the noises of Shockwave’s lab drowned out Starscream’s growing paranoia.

He entered a large cavern, one big enough for even Bruticus to have some head room, but it was far from empty. Tubes, wires and all other manor of scientific equipment filled the edges of the caverns walls. At the far end of the cavern there was a single figure, hovering over a project. Sparks flew around him, leaving an eerie silhouette flickering on the walls, Shockwave was experimenting.

“Shockwave!” Starscream roared to get is attention, “We need to talk about our base of operations…”

Starscream’s words and even the echo of them had fallen on deaf audio sensors. Shockwave was far to fixated on what he was doing to care about Starscream’s complaining, much to Starscream’s dismay.

“Are you listening to me you oversized science project?!” He yelled in anger, “Do you even have the slightest inkling of what you’ve done?” Starscream pointed to the cavern’s entrance and began to wave his arms frantically. “There’s only one way out of this place! And because of your constant experimentation even I can see the excess amounts of energon that’s pouring out of this place, I couldn’t imagine what would happen if someone like Grimlock were to show up. The way you upgraded him he could probably detect our base from the other side of the mountain range!”

Shockwave paused for a moment at the mention of both his greatest achievement and failure. Taking a quick glance at Starscream the low hum of Shockwave’s canon began to fill the cavern.

“Aw strike a bad spark?” Starscream gloated, “Well, I would give you a hand, but if I did Grimlock might just take that one as well. Now if you’ll-“

THUM!

A massive blast of energy erupted from Shockwave’s canon, missing Starscream by mere inches. Starscream hit the floor hands over his head in the fetal position, after a few seconds he realized that he was completely unharmed. Thankful that he didn’t lose anything he then remembered the reason he had to check his body for parts. Starscream shot to his feet, Null Ray pointing directly at Shockwave’s unmoving eye.

“I think you missed…” he growled, placing his weapon on fire, “I assure you that I-“

“I didn’t miss…” Shockwave said completely ignoring Starscream as he walked past him.

“Are you dense?!” Starscream roared, “You shot directly at me, but your inferior skill caused you to-“

“There is nothing inferior about me…” Shockwave said kneeling to the floor, “Or is there an explanation that you allowed THIS into my lab?”

Shockwave rose and turned around to show Starscream a bizarre creature. It looked like half of an earth creature called a horse, half smoke. Despite that there was something even stranger about the creature, the hole that Shockwave had put into it wasn’t pouring blood, instead it was pouring energon.

“Wha-what manner of creature is THIS?!” Starscream shrieked falling backwards.

“I have yet to create a name for it.” Shockwave said examining it further, “but I have noticed creatures like the following us through the mountains, and when they’re nearby the temperature of the surrounding area drops so low that some organics may freeze near instantly.”

“How is it even capable of such a thing?” Starscream asked jumping back up to his feet in an attempt to make himself look better.

“That is also unknown, but I have a theory that this being ‘feeds’ off of negative emotions.” Shock was said taking the creature back to his lab table. “But that doesn’t matter, what does matter is what it’s made of.”

“Energon?”

“An astute observation Starscream…” Shockwave answered turning around. “But that is only halfway correct.”

“What exactly do you mean?” Starscream asked crossing his arms. “How can it be half energon?”

“If the other half is organic.” Shockwave replied to Starscream’s shock.

“H-how… how is that possible?” Starscream stuttered.

“I’m still trying to comprehend it myself.” Shockwave said grabbing a box. “But I have managed to find something else.”

He reached into the box and pulled out one of the many captives that Starscream and the Combaticons had managed to acquire close to the energon spire. A female by the looks of it, she was desperately trying to free herself from Shockwave’s grasp, begging him to the point of tears to let her go. Shockwave just stared at her coldly as he placed her into one of the few empty energon cubes that he had managed to create.

“PLEASE!” she pleaded, desperately trying to crawl out of the cube, “Let me go! I’ll give you anything… ANYTHING!”

“It’s cute how she begs.” Starscream said with a sadistic smile, “I almost want to put her out of her misery quickly.”

“Such a show of emotion is pathetic.” Shockwave said, “She knows that there is no chance of escape, but she believes that if she pleas we will let her go.”

“What was that thing you managed to find out?” Starscream asked looking to Shockwave. “You still haven’t explained it.”

“Of course... how illogical of me not to explain my findings,” Shockwave said flipping a switch that activated the cube, making the pony scream in unnatural ways. “Though I don’t know how these creatures are half organic, I managed to find a way to extract the energon.”

“Fascinating.” Starscream said over the cries of painful agony the pony was making. “Is the procedure fatal?”

“Very.” Shockwave answered looking to the convulsing creature in the cube. “I’ve been trying to make the process more efficient, quicker, but I lack the materials to advance in my tests.”

“What a shame.” Starscream replied seeing that the pony was now motionless in a pool of brightly glowing energon, “It also seems that the yield of these things is quite low…”

“Yes,” Shock wave said pulling the lifeless body out of the cube, “but the energon extracted is the purest I have ever witnessed, even Cybertron lacked such a pure source.”

“So… we’ve got organic hybrids that create the purest form of energon in existence, but the amount is so small that we really can’t do anything with it.” Starscream said rubbing his chin, “What should we do next.”

“The only logical choice…” Shockwave answered pulling out yet another terrified pony, who screamed upon seeing him and his dead counterpart. “Make more…”

*~*~*~*~*~*~*~*~*~*~*~*~*~*

“S-Sombra…” Luna stuttered, “I thought you were-“

“That’s KING Sombra to you ‘princess’!” he hissed, eyes glowing with ferocity, “And dead? No, I far from it now my dear, in fact I doubt that I’ve ever felt stronger!”

“But I saw you die!” Twilight blurted out, “I saw the power of the crystal heart rip you to shreds!”

“Ah yes…” Sombra growled thinking back on the day, “I WAS ripped to shreds, but it has been so long since I’ve needed a physical form…”

“What stupid smoke talking about?” Grimlock asked, looking to Princess Celestia for an answer. “And why he call himself king?”

“Because I AM a king you halfwit!” Sombra snapped before gaining his composure, “Where are my manors… Celestia, be a dear and explain to your oversized pet who I am, he did ask you after all.”

Grimlock nearly took a swing at the smoke but a quick tap on his foot from the princess caught his attention before his fist even clinched. “King Sombra was an evil pony who lived over one thousand years ago.” She began keeping a close eye on the smoke, “He ruled the crystal empire through fear and hatred, until my sister and I stopped him.”

“Not necessarily stopped.” Sombra corrected, “More or less, slowed down…”

“And then close to a year ago Twilight Sparkle defeated him along with the help of her friends and my niece.”

“Again not exactly accurate ‘princess’…” Sombra smiled, “As you can see they failed in disposing of me.”

“Then how did you manage to survive?” Celestia asked, ready for his inevitable betrayal.

“I must admit, that was the closest that I had ever come to death…” Sombra answered, his smoky form slithering downward towards the ponies still standing. “I traveled great distances, looking for both fear and hatred, but alas I found none…” The smoke stopped just inches away from Celestia to form a face, “That is until I ran into your ‘loyal’ friend here…”

“What did you do to Rainbow Dash?!” Twilight roared, her horn glowing violently.

“Me? Nothing...” Sombra answered, turning his attention to the small alicorn. “She did all of this herself, I simply latched on to her in an attempt to survive.” The smoke floated over to Rainbow Dash, still lying lifeless on the ground, in an instant she was engulfed in the smoke, but Sombra was doing something completely unexpected, he was cradling her. “Who knew so much fear and hate could reside in a single pony? And who know that it could be all held for one being?”

“What are you-“ Twilight froze midsentence and looked up to Grimlock, finally realizing what he had meant by ‘one being’.

Grimlock on the other hand was more than ready to slam his fist into the stupid smoke. He still had a promise to keep though and even though the pony in the smoke probably deserved to be roughed up, Grimlock always kept his promises.

“Let her go!” Princess Celestia roared, her horn glowing a spectacular gold.

“Not the wisest choice of wording…” Sombra laughed shooting up towards the ceiling. Once he could go no further he dropped the lifeless Rainbow Dash.

Within seconds she was enveloped in the pink glow of Twilight’s magic. Sombra anticipated such a move, knowing that Twilight would do anything to save a friends life. With Twilight momentarily distracted Sombra whisked down back to the group firing a powerful bolt of dark magic at Princess Cadence. No pony was prepared for his speed, especially Cadence, the blast sent her into the pillar Grimlock had been bound, causing it to buckle and shatter upon impact. The sudden collapse caught Grimlock off guard, the towering pillar easily twice his size fell upon him, but not before he swatted Twilight out of the way and into a wall, rendering her unconscious.

That just left Luna and Celestia, who were now more than ready for Sombra’s assault. Throwing up their respective shields Sombra’s dark magic bounced off them without so much as a scratch. Sombra floated back into the air a sick smile on his face as the Princess Glared at him.

“You can’t beat us both Sombra!” Celestia roared, firing a blast of her magic at him. “You’ll fall as you did so long ago!”

“Such bold words…” Sombra chuckled easily dodging the attack, “Last time I recall you and your sister were still bound to the elements back then… now all of them lie unconscious on the floor.”

“That means NOTHING!” Luna replied charging him, “We shall cast you into oblivion permanently this time!”

“Oh still so quick to act are we?” Sombra said grabbing Luna by the throat, “Then again… I’ve always loved that about you.”

“You loved that too much…” Luna growled trying to break herself free, “among your many crimes against pony kind trying to force a princess to take your hoof in marriage is a minor offence.”

“I can’t help the fact that you would make fine heirs to my kingdom.” Sombra said pulling Luna in closer, “And after I’m done with your sister I have plans for you…”

At that moment he forced his lips into Luna’s, who struggled and kicked in a vain attempt to free herself from his grasp. Down on the ground, Celestia was charging up one of her most powerful spells in hopes to take Sombra down once and for all, but she had to be careful, Luna was still in his clutches and she didn’t want to risk losing her sister again.

“What’s the matter Tia?” Sombra asked, finally releasing Luna from his lips, “Jealous that you don’t get at much love as your sister? She has really only been back a few years you know.”

“Unhand me you heathen!" Luna roared doing her best to spit out the taste of Sombra out of her mouth, “You dare force a kiss on the NI-“

“Now, now Luna remember my motto…” he said wrapping her lips shut, “Wives are for kissing, not talking.”

Sombra went in for another unwanted kiss but someone else in the room had completely different plans. The pillar began to rumble uncontrollably until finally the beast under it burst forth.

“ENOUGH TALK!” Grimlock roared slamming his fist into the smoke one second after Luna bucked Sombra in the jaw to free herself. “NOW FIGHT!”

Grimlock’s fist slammed so hard into the ground that the entire castle above and a few blocks around began to shake with the impact. After a few moments the shaking finally stopped leaving Celestia to rush to her sister’s side. She looked over Luna full of worry, praying that no harm was brought to her during Grimlock’s attack.

“Are you alright Luna?” Celestia asked her voice full of fear, “Did he hurt you?”

“Only my pride Tia…” Luna said holding her head, “You’d think I’d learn since the last time…”

“After what he did to you I still don’t blame you.” Celestia said wrapping her forelegs around Luna’s neck, “I promise I’ll never let him touch you again.”

“Then I’ll consider that promise broken momentarily…” Sombra chuckled rising from the crater in his smoky form. “I must give it to you Luna, I had no idea you were that flexible, maybe after I kill your sister and this giant oaf we can see just how far I can stretch you.”

“Grimlock grow tired of talk!” he roared swinging with his right, but much to his surprise his fist just went right through Sombra like thin air. “How you-“

“Is this SERIOUSLY your greatest champion Celestia?” Sombra laughed, “It’s almost like he doesn’t have a brain!”

“Me like to BASH brains…” Grimlock growled, reading his left, “Maybe even bash yours!”

Grimlock swung with all of his might at his enemy, but just as it had before it passed right through him. Only this time his fist slammed into one of the castle’s supports, shattering it like glass. Grimlock looked to his foe with both rage and confusion while Sombra couldn’t help but burst into laughter.

“You’re even more stupid than I was lead to believe!” Sombra yelled, firing a bolt of magic into Grimlock’s stomach, sending him flying across the room. “I don’t have a physical form, your attacks can’t bring harm to me!”

“But WE can!” Celestia yelled firing a volley of magic alongside her sister.

The combined might of the alicorn’s magic hit Sombra center mass, sending the former tyrant reeling in pain as he fell to the ground.

“That won’t keep him down forever.” Celestia said looking to Luna. “We need the elements.”

“I’ll do my best to distract him.” Luna said taking unveiling her wings, you do your best to revive Twilight.”

“You can’t do that alone Luna.” Celestia said, “He’s stronger than both of us now.”

“I’ll be fine sister. You gather the elements besides…” Luna said taking flight. “This is personal…”

Before Celestia could argue Luna was off to face her most hated enemy, leaving Celestia with the task of bringing the elements back to their feet. That was much easier said than done, along with suffering from the explosion Sombra had also cast a powerful spell on the element bearers, casting them into a deep sleep while they experienced their worst fears. The first pony Celestia managed to find was Rarity, who was screaming to her friends as she saw them abandon her.

“Please let this work…” Celestia whispered, enveloping the unicorn in her golden magic. “Please… please…”

After a few seconds of nothing Rarity suddenly jumped into reality, holding her chest in sheer terror. “DON’T LEAVE ME! PLEASE!” she screamed before opening her eyes. “I DON’T WANT TO BE-“

“Calm down Rarity.” Celestia said placing her hoof on her shoulder. “It was just a nightmare.”

“I-it felt so real…” Rarity said with tears in her eyes, “They… they left me…”

“I understand Rarity but now you need to pull yourself together.” Celestia said looking to the sounds of combat in the distance. “Luna’s doing her best but we won’t be able to win without the other elements.”

“Y-you’re right…” Rarity replied shaking her head. “What can I do to help?”

“Find the others.” Celestia answered, “I’ll cast the same spell that I did on you and-“

A sudden rumble interrupted Celestia when from a pile of shattered crystals a monstrous fist erupted from its bowls. Soon after the rest of Grimlock followed, his visor glowing a deep, threatening red.

“Grimlock!” Celestia said rushing to his side, “You have no idea how glad I am to see that you’re unharmed. We need you to-“

“Stupid… smoke…” Grimlock growled, rising to his feet, completely ignoring the Princess, “Grimlock show smoke who stronger.”

Grimlock’s sword formed in his hand, but before he could take another step he felt a small tugging in the lower portions of his body, looking down he saw that Celestia’s magic was wrapped around his foot. He could’ve easily drug her into the fray with him, but that might have hurt her and he wasn’t about to hurt one of these ponies, especially one of the few that actually respected him.

“What pretty pony?” Grimlock asked, hinting at Celestia to let go. “Me need to fight stupid smoke.”

“You can’t Grimlock!” Celestia said, “He’s immune to physical attacks, there’s nothing you can do to harm him.”

“Grimlock will see about that…” He growled taking a step with his free foot, but before he could take another step Celestia suddenly appeared inches away from his face.

“Grimlock listen to me!” she yelled, “If you try to fight him you’ll-“

A dark blue streak rocketed between the two before slamming into the ground, kicking up crystals and rock alike. Rarity hid herself behind Grimlock’s foot while Celestia blocked the incoming projectiles with magic. Grimlock could’ve cared less, he’d been hit with things ten times his size and been just fine, but when his optics focused on the object that nearly hit him, his body began to pulse red. Princess Luna lay in the middle of the crater, bruised and bloodied in spite of her valiant effort. Grimlock could feel his fists clinch hard enough to turn coal into diamonds. The stupid smoke had hurt her.

“Smoke hurt other pretty pony…” he growled slowly looking to the direction Luna had fallen, “GRIMLOCK KILL STUPID SMOKE!”

Before Celestia could object Grimlock blindly ran towards the direction he believed Sombra to be in. She had half a mind to follow him, but her instincts were yelling at her to stay behind, so she did the only thing she could do. Landing next to Rarity, who was tending to Luna as best she could, Celestia gave her sister one quick look over.

“Will you be able to take care of her?” she asked, fighting her urge to cry.

“Yes, but I can’t do this alone.” Rarity replied looking up to see Celestia running in the other direction. “Princess! Where are you going?!”

“Getting help…” she said under her breath before disappearing from Rarity’s view.

Meanwhile, on the far side of the underground cavern Sombra was using magic to dig through the crystalline walls. He had defeated his unwilling betrothed, now all he had to do was escape to the surface, steal the crystal heart and destroy the castle to bury his enemies. He had almost found it laughable how easy it was, if he had thought of it sooner he may have had his empire and Equestria months ago. His dreams of a glorious kingdom soon subsided, when he felt the metallic roar of a titan drawing closer to him.

“Really?” he laughed to himself, turning to see Grimlock charging him head on. “How many times must I put you down until you stay there?”

“As many times as it takes!” Grimlock roared swinging his sword at Sombra, but the blade passed through him like it was nothing.

That didn’t stop Grimlock from trying again, and again, and again, but each attack yielded the same result. His blade went through Sombra without so much as a thought. Sombra’s attacks however, were much more devastating. With every attack Grimlock attempted, Sombra would maneuver himself behind the giant and blast the chinks in Grimlock’s armor with powerful dark magic.

“How can you not see the futility in this?” Sombra asked firing another shot, “I have studied your every move since you arrived here! You don’t stand a chance against me!”

“Grimlock not care!” he roared slamming his sword into the ground behind him, “Grimlock will still fight!”

“How pathetic…” Sombra sighed, hitting Grimlock hard enough to send him flying into the air. “You have so much power, I’ve seen it myself… but you don’t use it like you should.”

“G-Grimlock… never… abuse… power…” he stuttered, staggering to his feet, “And Grimlock will DIE protecting others form ones who do…”

He readied his sword for one last swing, but Sombra blasted him before he got the chance to attack. Now on the ground and pouring energon Grimlock looked to Sombra who had a menacing smile plastered on his face.

“Such a noble sentiment…” he said hovering over Grimlock as his horn began to glow, “After I fetch Luna I’ll be sure to tell her how you died… I’m sure she’ll think that you were very brave.”

Grimlock tried to rise, but the dark tyrant forced him back to the ground. Weak and leaking energon, Grimlock defiantly stared down his death, ready to become one with the All Spark. Fate had other plans for Grimlock though, because just before the final blow was struck a golden shield encompassed him, reflecting the attack back on Sombra. The black king flew back into the wall roaring in pain that was intended for Grimlock, giving the one who shielded him a few critical seconds.

“I TOLD you not to go after him!” Celestia yelled landing on his chest. “Why did you-“

“Pretty… pony…” Grimlock said lifting his hand to his chest, “Pretty pony… protect Grimlock?”

“Of course I did.” Celestia replied with a genuine smile, “But that’s not important right now, my spell won’t keep him down for long, we need to get you out of here.”

“Grimlock won’t stop fighting…” he replied trying to get up, “He hurt other pretty pony… he hurt more if not stopped.”

“I know but please listen to me.” Celestia begged, using he magic to force him back down. “You need to rest, myself and the others will take care of Sombra before he reaches the surface.”

“Surface?” Grimlock asked, “Why it bad if he go to surface?”

“He’ll be able to feed off the collective fear of his former subjects.” Celestia explained, “He may even be able to take a physical…”

A light clicked in both their heads at the thought of the word ‘physical’. With a hopeful gaze, Celestia’s magic began to encompass Grimlock, hoping that the gamble would be worth it. Sombra finally rose from the ground to see Celestia standing over Grimlock, doing something to help him. Not wanting to take any chances Sombra fired a powerful blast at the princess, sending her into a nearby wall. Before he could react another crystal pillar fell onto him, normally he could brush it off but after all the damage that he had taken from Sombra he could barely move his head. Seconds later the smoky aura that was Sombra floated down towards him, to mock him one last time.

“Be a good boy and stay here would you.” Sombra said with a sick smile. “There’s a lesson I need to teach a princess in knowing when to quit…”

“I happen to be a terrible student!” Celestia roared, slamming her glowing body into the Sombra. “And I won’t let you hurt anyone else!”

The two slammed into the ceiling, leaving Grimlock and the others in the castle’s bowls. Sombra tried in vain to rip Celestia to shreds as the two continued to the surface, but her protection spell repelled every one of his attacks until the two finally erupted into the streets of the still shattered Crystal Empire. Ponies involved in the cleanup were confused at first, but when they saw a bloodied princess and an all too familiar smoke panic filled the streets, prompting Sombra to laugh menacingly.

“Yes…” he said under his breath, looking to the terrified subjects. “Yes… YES! Fill me with your fear!”

“Not if I have anything to say about it!” Celestia said with a ragged breath, charging her foe, only to be caught the same way her sister had been.

“You don’t get it do you?” Sombra said with a smile tightening his grip around Celestia’s throat. “THIS was the goal all along! Now I can feed off of all of their fear and hatred, making me stronger than ever before!”

At that moment, Sombra’s smoky form began to take shape of something far more sinister. Black crystals shot up from the ground, replacing the smoke until finally a black crystal hydra towered over the beaten Princess. Turning all of his heads to face her they all smiled in unison.

“Do you like my new look?” they asked simultaneously. “I think it’s far more fitting than my old one.”

“I… think the way you look… won’t be important much longer…” Celestia replied, struggling for air.

“Oh? And why is that?” Sombra asked, pulling her closer, “Do you think I should reign in another form?”

“No…” Celestia replied with a smile, “Because you’ll be torn to shards in it…”

Sombra’s rage suddenly hit a fever pitch, clinching his newfound talons around Celestia’s throat hard enough to draw blood he slammed her into the ground. “You DARE insult me while I am at my peak!” he roared, pinning her to the ground with his tail. “What is the reason for such insolence?!”

“All a part of OUR plan…” Celestia laughed, coughing up a small amount of blood. “You see now you’re a solid…” suddenly Sombra felt the ground beneath him disappear and before he could react he was sent flying into one of the devastated buildings. Enraged, Sombra rose, expecting to see one of the other alicorns standing next to Celestia, but to his shock and horror he saw Grimlock, sword in hand and visor glowing with fury.

“And all solids break...” Grimlock finished, clinching his fist.

“H-how?” Sombra asked looking to Celestia with rage and confusion, “I left him for dead! Now he looks as if nothing hurt him!”

“I’ll have to admit it was quite the gamble.” Celestia answered, looking up to her stoic counterpart. “I wouldn’t know how or healing spells would affect him, but as you can see it worked.”

“I will gut you and hang your carcass on my wall!” Sombra roared charging Celestia, “And when I’m done with you I will take your sister and-“

“ENOUGH TALK!” Grimlock roared slamming his free hand into one of Sombra’s faces. Sombra flew back into the streets, landing into one of the many devastated buildings that dotted the city. He tried to rise to his feet, but before he could the shadow of his foe loomed over him, sword dragging across the ground. “Now we really fight…”

Sombra roared in fury and charged Grimlock with all of his might. The titans slammed into one another, but Grimlock managed to match Sombra’s new found strength with his own.

“Fool you cannot defeat me!” Sombra roared biting into Grimlock’s shoulder, “Every moment I spend on the surface I become stronger!”

Grimlock’s elbow suddenly landed square on Sombra’s back, sending the beast to the earth writhing in pain. “Not strong enough…” Grimlock growled.

“You think that I don’t have magic anymore?” Sombra yelled, his eyes glowing with fury, “Think again!”

Beams shot out of Sombra’s eyes before Grimlock could react, launching him all the way back to Celestia. He was back on his feet within seconds, but his mind was in a much different place. He had felt that kind of pain before, not just under the Crystal Castle, but on the sweeping battlefields of Cybertron, when the war was drawing to a close, before Shockwave made him a monster. Dark energon, he thought to himself, the only thing that could do so much damage to him so quickly. He had also felt what Celestia had done to him before, a much more pleasant feeling if he might add, very similar to Ratchet’s repair ray. Why was everything made of energon? Grimlock thought, how could it be possible? His thoughts were cut short by yet another blast from King Sombra, sending back to the ground again, but before he rose up again Princess Celestia had a few things to say to him.

“I didn’t nearly exhaust my entire magical reservoir on you just so you could fall down again.” She said sternly, “Try to avoid those attacks in the meantime.”

“Grimlock will do his best…” he replied smugly rising back to his feet.

Within seconds Sombra was upon him again nearly causing him to land on Celestia as the two fell. “You should’ve stayed down you insolent peasant!” Sombra roared snapping at him with his jaws, “I’m still growing stronger by the second!”

That was one thing Sombra wasn’t lying about, Grimlock could feel his foe beginning to match him physically. It would only be a matter of time until he matched and surpassed him, he needed to think of something quickly or the gamble he had made would’ve been in vain.

“What’s the matter worm?” Sombra smiled, “Have you finally realized that you are no match for the mighty King-“

A metallic knee to Sombra’s nether regions silenced him and a fist sent him flying into the air. Landing a good fifty feet away, it took several seconds for Sombra to rise again, but when he did all he saw was a flash of silver and yellow. Dark crystals flew from Sombra’s faces as Grimlock began to slam his fists into him. Unrelenting in his assault, Grimlock sent his opponent to the ground a second time, but this time Grimlock’s blade was ready.

Without a second’s hesitation, he drove his sword into the back of Sombra, effectively pining him to the ground. Sombra unleashed a shriek of pain that even set chills down Grimlock’s spine. In spite of his pain Sombra was cunning, using the distraction to his advantage he blasted Grimlock with his most powerful attack yet, sending the giant all the way to the castle.

“YOU WILL NEVER BEAT ME!” Sombra roared, painfully ripping himself free from his bonds, “I AM HATRED! I AM FEAR!”

Sombra charged Grimlock before he could stand, slamming both himself and his foe into what remained of the castle. Grimlock tried to free himself from Sombra’s grip, but after being on the surface for so long he had gathered too much power and Sombra knew it.

“THIS is how you use power…” Sombra whispered into Grimlock’s auditory sensors, “I’ll keep you alive long enough so you can see my empire rise again, and then-“

“GRIMLOCK!” Celestia cried sending whatever she had left into a last, desperate attack on the titan from above.

It was no use, her assault just bounced off his dark crystal scales. Now completely drained the princess fell from the sky into the eagerly waiting claws of Sombra. Unable to fight back, Celestia was powerless when the tyrant’s claws clinched around her, sending Grimlock into a rage.

“What’s the matter worm?” Sombra said, now struggling to hold Grimlock down, “Is she really THAT important to you?” the animalistic roar that erupted from his vocal processors was more than enough answer for Sombra, now smiling sadistically as he presented her to him. “Maybe a lesson is in order… for anyone who tries to stand against me.”

Clinching his talons around Celestia even tighter, she did her best to fight back but within seconds a cry of sheer pain filled the entire empire with dread. Sombra began to laugh, his grip getting tighter and tighter, but with his concentration focused on Celestia’s death he forgot one the reason he was crushing her.

“NO!” Grimlock roared in primal fury, slamming his fist into Sombra’s side, forcing him to drop his prize.

As she fell Grimlock caught her near lifeless body in his hands. Seeing the full extent of the damage done to her sent Grimlock into a rage the likes of which only Shockwave had seen. She was the first one on this planet not to see him as a monster and perhaps the only one who trusted him, now she lie in his hands, barely breathing, broken and bleeding. His body now pulsing red, Grimlock slowly turned to see the monster that did this to her rise to his feet.

“Wretch!” Sombra yelled, “You dare strike me when-“

The sound of metal and earth clashing drown out his words, Sombra looked to the origin point just to see a wall of dust and crystal fragments block his view. Seconds later, silence an eerie, disturbing, silence. The calm unnerved Sombra, he knew that Grimlock was still standing, but the could of dust and crystal blocked his view, straining to see through the could a deep metallic growl bellowed from the other side, a growl that Sombra knew all too well. The wind finally swept away the cloud to reveal a gigantic metallic beast, standing protectively over the princess behind him.

“You think you stand a better chance in that form against me?” Sombra laughed uncomfortably, “I’m STILL stronger than-“

Grimlock’s metallic bellow overshadowed Sombra’s claim as he charged into him, launching Sombra like a leaf on the wind. Slamming him into the ground Grimlock sank his teeth into one of Sombra’s many heads. The king roared in pain, but it didn’t deter Grimlock from ripping the head off his body. Now gravely wounded Sombra slammed his hind legs into Grimlock with all his might, effectively knocking him off, but only long enough for him to rise to his feet.

Using his head like a battering ram Grimlock forced Sombra down once more, only this time he placed a foot on the king’s back, insuring that he wouldn’t be going anywhere. Now completely at Grimlock’s mercy, or lack of it, Sombra helplessly struggled as he felt metallic teeth sink into the base of his neck. Soon after the jaws began to do their work, slowly ripping all the heads from Sombra’s body while he squirmed beneath Grimlock’s strength. Little by little, tear by painful tear Grimlock continued to pull and Sombra continued to cry in agony, until finally, the resistance became none and Grimlock held the bloodied heads of the dark king in his mouth.

Now with Sombra lying in a pool of glowing purple blood the metal beast made his way back to where he had started, in front of Celestia. Lowering his massive head towards her he gently pushed her with his muzzle, hoping for a response, none came. So he did it again, only faster and harder, believing that would be enough to get her to awaken. When he saw that that wasn’t enough he rose to his feet and roared in primal rage, turning to face Sombra’s lifeless body once again he herd the faintest of sounds come from behind him.

“G-Grimlock?” Celestia whispered, too weak to speak any louder. “I-is… is that you?”

The titan quickly rushed back to Celestia’s side, nuzzling her in hopes that she would get up, but she was still too weak to stand. Celestia actually enjoyed the attention, that and the fact that he was surprisingly gentle for being so large. She welcomed him in, giving him her own reassuring nuzzles. What she didn’t expect was the tremors that erupted when he suddenly decided to lie down next to her and use his head and tail as a barrier against the outside world.

“You really don’t want anything to happen to me… do you?” she said with a cute grin, Grimlock’s only reply was a gentle tail push so she would be closer to his body. “I’ll take that as a yes…” She replied resting her head on one of his talons, “You’ve done well today Grimlock… you’ve done well…”

*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*

“Now that wasn’t so hard was it?” Chrysalis said with a smile as she put the device down. “I’m actually surprised you survived, no creature has EVER survived ‘the inquisitor’…”

Swindle looked up weakly at his capture, unable to from sentences after his ordeal, the only thing that came out of his mouth was incoherent babble. Chrysalis just rolled her eyes and walked back to her table to look at the data that Swindle had ‘told’ them.

“You know that’s the closest I’ve ever come to complimenting anyone…” she added turning back to face him. “I hope that makes you feel better.”

“Frag… you…” Swindle whispered, barely able to get those two words out before succumbing to pain again.

“So he DOES talk without persuasion…” Chrysalis giggled putting the data down, “No need to be so rude now, after all, we were generous enough to accommodate you during your stay.”

“I’ll enjoy ripping you apart insect…” Swindle said looking to her with a smile, “When the Combaticons find me they’ll show you-“

“I doubt that your ‘Combaticons’ will ever find you.” Chrysalis interrupted, “If you are as important to them as you claim you’d think they’d already had found you by now.”

“My Queen!” A drone yelled running into the room, “We’ve just-“

“How many times have I TOLD you…” The Queen said slamming the drone into the wall, using her magic as a vice grip around his throat, “Not to disturb me while I’m entertaining our guest.”

“Y-yes… my Queen…” he stuttered between breaths, “But… but we have… received urgent news… from Scout two thirty-nine…”

“Two thirty-nine?” Chrysalis questioned, dropping the drone to the floor, “Ah yes… I remember, I sent her to keep an eye on the happy couple up north… what news did she have?”

The drone didn’t answer immediately, he was too busy trying to breath normally again. Chrysalis slammed him against the wall once again, eyes full of rage. “You are NOT here to waste my time drone…” she hissed, “Now tell me what Scout two thirty-nine reported or…” Suddenly Chrysalis’s entire demeanor changed, she lovingly cradled the drone in her hooves like any mother, nursing the wounds that she caused. “Please little one…” she said with a motherly smile, “explain to me what she reported.”

“S-scout two thirty-nine reported the Crystal Empire…” he said in a very uneasy manor, “that the Crystal Empire had been destroyed.”

A smile grew on Chrysalis’s face. She hadn’t heard such good news in over a year. “Excellent!” she said tenderly rubbing the drone’s head. “With them out of the way our goals will be even easier to reach. Now-“

“There’s more my queen…” the drone interrupted, expecting to be slammed against the wall again, but instead he received a warm and tentative look from his ruler.

“Please go on drone.” she said, nuzzling his forehead. “If there’s more to it then I should know about it.”

“The… the empire was attacked by giant metal beings… like him.” The drone explained pointing at Swindle, who did his best to extend a certain finger at the two.

“No doubt our guest’s friends…” Chrysalis said nodding, “I’m sure that the empire is in ruin by now.”

“No my queen.” The drone replied. “The empire still stands!”

Chrysalis’s motherly gaze suddenly turned demonic as she descended upon the drone, fangs gnashing and horn glowing in emerald fury. “HOW?!” she roared, “If his allies attacked the surely they wouldn’t be able to-“

“T-there was another!” the drone blurted out in fear for his life. “One who fought for the ponies!”

The revelation hit the queen harder than the drone anticipated, because she returned to her normal self upon hearing the news. “Ah…” she said with a scheming smile. “THAT must’ve been Grimlock. He’s the only one foolish enough to help them.”

“Then they attacked him.” The drone added, backing away for good measure. “But he took another form and destroyed those who stood in his way…”

“As expected…” Chrysalis grinned, “It will only be a matter of time until-“

“There’s more my queen.” The drone interrupted yet again, only this time ducking under his forelegs for fear of being ripped apart. Instead he just received a questioning look from her.

“Well, out with it…” She said tapping her hoof, “We don’t have all day you know.”

“It… it’s not known what transpired after the one called Grimlock was taken underground, but King Sombra was somehow involved. In fact he made an attempt to take back his throne.”

“I knew that creature wouldn’t be killed by a ridiculous heart.” Chrysalis chuckled, remembering her own experiences, “No doubt he-“

“That’s the thing my queen…” the drone said, “King Sombra is dead…”

Chrysalis fell completely silent for a few seconds, not truly believing what she had heard. Sombra was one of the most powerful beings in the world, even more powerful than her and the news of his demise was certainly an eye opener.

“W-who?” she stuttered.

“G-Grimlock...” The drone answered, “He… he became rage incarnate and tore King Sombra’s head from his shoulders…”

“Well…” Chrysalis said looking to her captive, “There’s more to them than meets the eye…”

“Yes my queen.” The drone replied nodding in agreement. “But the last bit of news you may find most revealing.”

“I’m listening…”

“After Grimlock slayed the king… he went to Celestia’s side…” the drone explained.

“So Grimlock killed Celestia too?” Chrysalis asked, “Wonderful, two birds, one stone.”

“No my queen, something much better.” The drone said with an evil smile. “He laid down next to her and pulled her in close…”

Chrysalis’s eyes lit up at the news, never in all her years had she been so happy. “THAT certainly IS much better than simple murder…” she smiled, patting the drone on the head. “You’ve done well today drone, you may be the first to feed as gratitude.”

“Yes my queen!” the drone said snapping to attention with a salute. “But what of the prisoner?”

Chrysalis’s eyes looked up and down the battered Decepticon and smiled. “Let the buzzards have him…” she said turning to walk out of the room. “I have a MUCH bigger fish to net…”

Author's Notes:

Things are getting darker in Equestria...
Shockwave discovered how to extract energon from the creatures of Equestria! OH... MY... GOD!
Sombra talks too... UNHAND LUNA YOU SON OF A B%$#!
Yeah Grimlock! Kick his... oh crap...
Sombra hurt Luna... there will be hell to pay... HELL TO PAY!
Rarity's fear is the same as the comics... I see what I did there...
Grimlock NOT LIKE SOMBRA!
What are they talking about?
NO CELESTIA DON'T- Oh... NOW I get it... also dark-crystal-hydra Sombra... who would've thought?
Fight Grimlock FIGHT!
Grimlock's... losing?
NO HE'S GOT TIA!
OH HELL YEAH NOW YOU GONNA GET... ... ...
Aww... Grimlock wants to make sure Celestia's safe...
Oh there's Chrysalis again... and Swindle lived!
News from the front! and HOLY CRAP Chrisy he's just the messanger!
Well talk about a one eighty...
Well THAT'S a ot to take in... and what's up with Chrisy?
Oh no... is she thinking what we're thinking?
didn't get this out as fast as I wanted, sent to a workshop this week forgive me for that...
Same questions as always... I also give you the stats for Grimlock according to the new alignment story line (The Grimlock this story's is based of of.)
Stength: 10 Intelligence: 7 Speed: 5 Endurence: 10 Rank: 9 Fireblast: 9 Courage: 10 Skill: 8
Next chapter: Aftermath...

Aftermath...

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The Crystal Empire was torn asunder, not a single building exempt from the unbridled devastation the past two days had brought. Families across the kingdom ventured through the rubble, trying to find remnants of their old lives and praying to a higher power to find their missing loved ones. Yet even amidst all of this destruction and loss, there was a silver lining. Sombra had been vanquished permanently, thanks to one they had tried to kill the moment they laid eyes upon him.

Among the massive reconstruction effort three ponies, one a unicorn, one a pegasus and the other a small alicorn, stood at the base of the once proud crystal castle. Their eyes glued to the one that had saved their lives, watching him carry the titanic crystals which would soon act as the castle’s new support.

“I never would’ve thought it just by looking…” Rarity said in a mesmerized tone. “That he would be easily ten times more chivalrous than ANY stallion I’ve ever met. I mean the way he defended Princess Celestia, even when all hope seemed lost.”

“You do remember that he IS the cause for most of the destruction right?” Rainbow said nudging Twilight so she would agree. “And he wasn’t all that trusting of us ponies when we finally came to.”

“I think we remember quite clearly.” Twilight added, looking to the tips of her charred feathers. “It took Luna nearly half an hour to somehow convince him that she wasn’t going to hurt her.”

“He was only doing what he thought was necessary my dear.” Rarity replied looking to Twilight. “And wasn’t it YOU that theorized that he acted solely on instinct while he is a monster?”

“Well yes…” Twilight said nodding, “But even with that as a factor I really couldn’t see why he was so protective.”

“It’s because he wants to keep a lady safe, Twilight.” Rarity said turning her attention back to Grimlock. “He may not be much to look at, nor is he the brightest gem, but his code of honor and strength more than make up for it…”

“I guess you’re right…” Twilight said while Rainbow rolled her eyes. “But there’s still a few things that-“

“If only he were a stallion…” Rarity suddenly said with stars in her eyes.

“What?!” Twilight and Rainbow asked, rubbing their ears. “Did you just…”

“I SAID NOTHING!” Rarity suddenly blurted out, gaining the attention of everypony within earshot, even Grimlock took a temporary pause because of the sudden outburst.

Rarity’s eyes shrank into pin-needles while her friends gawked at her. Awkward seconds passed before everyone finally went back to work, but not before Grimlock could shake his head and mutter ‘ponies’ under his breath. The return to work didn’t stop the two friends from staring down their counterpart, still frozen after the words she had spoken.

“Well…” Rainbow said looking around, trying to find a convenient way to change the subject, “I think it’s about time I head over to the west side and see how they’re doing… bye!”

Before anypony could say anything a gust of air whirled up and Rainbow was halfway across the city, safely away from anything the two remaining ponies would say. Twilight had to brush some debris off her wings, but she didn’t really mind. The only thing she really cared about was what she thought Rarity had said and if she had heard right, it would’ve been one for the ages.

“I know that she’s not here anymore.” Twilight said examining her still frozen friend, “But I’m sure that Rainbow would agree with what-“

“I told you I didn’t say anything!” Rarity scoffed, biting her lip as she looked away. “Now if you’ll be so kind as to drop the issue I’d greatly appreciate it.”

“Of course…” Twilight said with a sly grin as the earth began to shake.

The two looked to the construction effort and saw that Grimlock had placed his load on the ground for the workers to take. Rising back to his feet, Grimlock turned away from them and proceeded to make his way to the two who had been observing him. Rarity acted quickly, her horn giving off a light blue hue while she pulled out her handkerchief. Waving it at Grimlock playfully she began to flutter her eyes, causing Twilight’s eyebrow to rise to unnatural heights on her forehead. Grimlock paid no attention to them however. In fact he stepped on the handkerchief when Rarity dropped it at his feet. Twilight couldn’t help but snicker at how distraught Rarity looked when he walked by, she hadn’t seen her act like that since the night of the Gala.

“Why the NERVE of that… that… BRUTE!” Rarity huffed, scrunching her nose in disgust. “To think he would just walk by a lady and-“

“Easy there Rarity.” Twilight said placing a calming hoof on her shoulder, “He isn’t technically ignoring you… he didn’t know you were there anyway.”

“You’d think he’d notice…” Rarity pouted following Grimlock with her eyes.

“His mind is in other places right now Rarity…” Twilight said looking to Grimlock as well. “Besides it’s that time again.”

“What time?” Rarity asked, “Isn’t he busy helping building the castle?”

“Well yes…” Twilight answered, “But every hour or so he stops to go check on one of the hospital’s more recent patients.”

“He’s actually going to check on her?” Rarity asked, stars returning to her eyes.

“He’s been checking at the top of every hour…” Twilight explained looking to the sun, “In fact I should probably see how she’s doing as well.”

“He really DOES care…” Rarity said sighing romantically.

“Well, I’m sure if you were nearly killed by a giant hydra that was bent on enslaving the world I’m sure he’d do the same thing for you.”

With that Twilight began to fly uneasily in Grimlock’s direction, leaving Rarity to dream up whatever strange fantasies she could whip up in her imagination. Meanwhile, next to the remains of the once proud hospital, a small group of ponies stood vigil over their resting ruler. To many it was a miracle that she was still alive, she had used every last ounce of magic and then some in her fight against The Black King and afterward a metallic titan wouldn’t let anyone near her. That was until her sister convinced him otherwise, now she slept peacefully regaining the strength she had lost.

“Are you sure that this is the right place for her?” Fluttershy asked the concerned dark alicorn standing next to her. “Surely Canterlot would be much safer.”

“My sister cannot me transported in her current state.” Princess Luna replied, “Even if I were to attempt a teleportation spell, the strain it would put on her might be too much.”

“Strain on her?” Fluttershy asked.

“Yes…” Luna replied gently brushing away her sister’s mane. “In all spells there is a certain amount of stress put on the caster, this is particularly evident in teleportation… but if said caster were to teleport multiple objects, that strain would also effect the ones teleported.”

“Oh… I see,” Fluttershy said now even more concerned, “But what about-“

The low rumble of the earth behind them cut her off. “Ever the punctual one aren’t you?” Luna asked smiling to herself.

“Grimlock here to make sure Celestia still okay.” He replied kneeling at her bedside. “She better?”

“She’s alive.” Luna replied letting out a deep sigh, “And I have you to thank for that.”

“You told Grimlock that last time.” He said rising to his feet. “Me not need to be told same thing over and over.”

“Well Grimlock, on account that you turned down every award I could possibly think of I guess I just have to give you my thanks again.” Luna replied rolling her eyes.

“Me need nothing from ponies,” Grimlock said turning around so he could get back to helping, “Knowing she okay is all me really need.”

“I know the one thing everypony needs!” a nauseatingly high pitched voice shrieked. “A PARTY!”

Suddenly, Pinkie appeared from behind Fluttershy, brandishing her trademarked party canon. Normally, this would lift the spirits of all who saw it, but to a certain sixty foot tall robot, he saw a weapon, a weapon pointed directly at the one pony he truly respected.

“NO!” Grimlock roared, sending his fist from on high towards the ground.

Thinking quickly, Luna grabbed both Fluttershy and Pinkie while throwing up a shield that she hoped would protect them and her sister from harm. Grimlock’s fist slammed directly into the canon, sending debris and confetti alike into the air as yet another crater was formed. At its center, Pinkie’s once proud party can was now nothing more than twisted metal. No less than a second after Luna’s barrier had disappeared Pinkie rushed to the edge of the crater. The sight of her once most super prized possession turned into scrap metal made her usually messy, fluffed up mane fall straight, but that wasn’t the end of it. Within the next few seconds Pinkie was staring down the business end of Grimlock’s blade, his once blue optics glowing with red fury.

“You not hurt Celestia…” he growled using the blade to knock Pinkie to the ground.

He raised his blade into the air, but before anything could come of it a flash of sapphire burst directly in front of Grimlock’s optics, effectively blinding him. Seconds later he regained is vision, but instead of staring down a terrified pink pony, he was face to faceplate with the other pretty horse and she didn’t look too pleased.

“I will NOT allow you to hurt one of my subjects…” Princess Luna growled with a rage that took even Grimlock off guard.

“Crazy pink pony try to hurt Celestia.” Grimlock replied, pointing his sword at the accused. “Me will protect Celestia, no matter who attacks.”

“She wasn’t attacking Grimlock…” Luna explained the rage all but gone in her voice, “That was Pinkie’s ‘Party Canon’ as she calls it… its purpose wasn’t to harm, but to heal.”

“Heal?” Grimlock asked confused, “How stupid canon heal?”

“The power of happiness can do wonders for the sick.” Fluttershy said, surprisingly entering into the conversation. “I don’t know how many times a somepony wasn’t feeling well and pinkie made them feel better with a party.”

“Y-yeah…” Pinkie stuttered rising to her feet, “I-I wasn’t going to hurt her… I was trying to help.”

Grimlock looked to the two ponies then to Luna and finally to the still sleeping princess. Growling, Grimlock turned around, his sword returned into his arm, but before he took a step away Luna appeared before him once more, seemingly wanting something from him.

“What now?” he huffed, “Me need to get back to work.”

“I want you to apologize.” Luna said sternly. “You broke one of my subject’s most prized possessions and scared her half to death, the least you could do is offer peace.”

The request took Grimlock off guard. He had never considered apologizing for his actions, mainly because that was admittance that he had been wrong. But Grimlock was never wrong; the millions of years of war had proved that much, because if he ever was wrong, he wouldn’t be standing here today.

“Grimlock never apologizes…” he growled walking past the baffled Princess without as much as a thought.

Just as Grimlock started to walk back to the castle, Twilight flew next to her mentor’s side, wondering why Pinkie looked like she just had a brush with death.

“What just happened?” Twilight asked walking to her friends, “You look like you’ve just seen a gho-“

Before Twilight was done talking she fell head first into the crater Grimlock had made earlier. Tossing and turning until she reached the bottom, she had to take a few seconds to get her bearing, but that didn’t mean that she knew something was off. Granted the fact that there was a crater where there previously wasn’t one for starters, but of the many books Twilight had read about the sediment of the crystal empire none of them ever mentioned dense material this close to the surface.

Perhaps it was some of the crystals, she thought, but there was something wrong with that theory, the crystals that made up the surface of the empire were smooth and sharp if they were shattered. What she was now laying on felt more like twisted metal. Twilight finally decided that she wasn’t dizzy enough to open her eyes to see that her prediction was correct. The object she had landed on was light blue, and had several distinct resemblances to a certain pink pony’s item of choice.

“Twilight!” Fluttershy called out, “Twilight are you okay?”

“I’m fine…” Twilight grumbled rising to her feet, “but could you tell me what I think is Pinkie’s party canon is doing smashed at the bottom of this crater?”

Fluttershy shrunk lower to the ground as a cry of despair rang at the mention of Pinkie’s beloved canon. That in itself was answer enough for Twilight; flapping her wings at a feverish pace she popped out of the crater to confirm her theory. Casting her gaze in the direction of the tears Twilight saw Princess Luna casting a wing over Pinkie, doing her best to console her.

“Pinkie… what happened?” Twilight asked, even though she already knew the answer.

“Grimlock.” Luna replied as Pinkie sobbed into her shoulder. “He destroyed Pinkie’s party canon and threatened to take her life.”

“He did WHAT?!” Twilight roared her mane and tail catching a small flicker of fire. “And YOU let him get away with it?!”

“It was a grave misunderstanding.” Princess Luna replied, showing a great amount or restraint towards Twilight. “He believed that the canon was in implement of death, not of entertainment.”

“That still doesn’t explain why he threatened her!”

“She had aimed the canon at my sister,” Luna continued, ignoring Twilight’s interruption. “And Given Grimlock’s sudden disposition towards my sister I could understand if he were to react in such a way.”

“Are you saying what Grimlock did was right?” Twilight asked shocked.

“No far from it.” Luna replied looking down to Pinkie, “but it has only been hours since the fall of Sombra and I-“

“Are you going to say KILLING Sombra was the right thing to do next?” Twilight growled. “After all YOU didn’t seem to mind when you saw his headless corpse.”

Twilight knew that she had struck a nerve at the mention of Luna’s reaction to seeing Sombra’s body. In the minutes after his defeat they were among the first to see the results of the battle. Most of them reacted as they were expected to, shocked, disgusted, Cadence even threw up at the grizzly sight. But Princess Luna, Luna didn’t so much as flinch, in fact Twilight swore that she saw a smile on her face when Luna saw the headless body in a pool of glowing purple blood.

Further adding to her argument, instead of running around searching for her sister, she walked up the corpse. Twilight swore she saw Luna’s lips moving while she stood there, but she was too busy trying to find Princess Celestia. Then finally the icing on the cake, Luna used a simple pyro spell to light Sombra’s blood on fire, in turn igniting his body as well. Though that was what they had intended to do with him in the first place they certainly didn’t expect Luna to do it especially without so much as a thought.

At that moment Luna gently pushed Pinkie away from her shoulder and approached Twilight in a terrifyingly calm manor. The way Luna carried herself words Twilight made her nearly regret what she had said, but there was no escape in sight, no apology that could unsay what had been said. Twilight was about to get an earful. Luna finally stopped her advance only inches away from Twilight herself, looming over her with a presence that Twilight could only describe as terrifying, Luna cast her gaze directly at her.

“If you knew only half of what that ‘King’ did to me…” Luna growled, her eyes starting to glow pure white. “Maybe you would see the justice that had been done with his death.”

“T-that doesn’t mean that we should take the matter into our own hooves…” Twilight stuttered, now unsure of her words. “W-we can’t just kill without due process!”

“And do you think Sombra would have followed the same ethics?” Luna asked, raising a brow. “If given the chance he would’ve destroyed us… well MOST of us.”

“What do you mean ‘most’ of us?” Twilight asked.

Luna’s eyes returned to normal as she took a step back, she certainly hadn’t expected that question, but since it was asked and also given Twilight was a princess now she decided to tell her the truth.

“Sombra always had an… unhealthy obsession with me… sending letters, writing poems, even a speech or two in the royal court…” she began, shaking her head. “I was too young to see it back then. I just saw it as a mere crush.” Suddenly Luna turned her attention to the shattered empire taking a deep breath she continued. “When word of the crystal princess’s disappearance reached our ear Sombra had already taken the throne, called himself king and began to enslave the populace.”

“Was there anything that could’ve been done?” Twilight asked.

“Looking back, yes…” Luna answered looking back to Twilight, “But we reacted too late, when word of what Sombra was doing. I took it upon myself to investigate, seeing that he had feelings for me I thought I could bring him to reason alone…” Luna’s body language suddenly changed. The alicorn who had been oozing with power suddenly buckled into herself seemingly withdrawing from her own thoughts. “I was wrong…”

“W-what happened?” Twilight asked, fearing the answer.

“What you would expect.” Luna replied, regaining her composure. “I wasn’t prepared for a fight… but somehow… he’d been expecting me the entire time.” Luna took a heavy breath before continuing “Using his dark magic he made me incapable of defending myself and worst of all I was at the mercy of a mad stallion obsessed with me… and he had none…”

“Wha-what did he do?”

“He stole something from me…” Luna answered, fighting a tear, “Something that could never be replaced…”

Twilight’s jaw nearly hit the ground while she tried to process the Luna’s confession. “H-he… he…”

“He did.” Luna answered, desperately trying to remain stoic. “And he did so with reckless abandon, proclaiming that our heirs shall be… the mightiest spawn the world had ever known.” Finally Luna broke down and if not for Twilight being there to catch her, she would’ve fallen. “T-three days…” Luna stuttered slowly wrapping her forelegs around Twilight. “Three days I endured his torture… three days I suffered more than anypony should ever suffer…”

“P-Princess Luna…” Twilight said returning the embrace. “I-I don’t… I’m so sorry…”

“It only stopped when Celestia arrived with the elements in hoof…” Luna continued, releasing Twilight to stand on her own again. “And we cast that monster down. A part of me wanted it would be forever, but I didn’t want to risk so many innocents for my revenge.”

“But you still found a way.” Twilight said, “You found a way that didn’t involve killing… and you still won.”

“We didn’t win anything that day Twilight.” Luna replied, “We both knew that one day he’d be back… and that he would try again.” Luna’s eyes suddenly ventured off into the direction Grimlock had left, wiping away a stray tear from her eye. “What Grimlock did… though brutal… was necessary.”

“Are you sure?” Twilight asked, “There’s always-“

“No there isn’t Twilight.” Luna interrupted, looking back to her. “You are still young, but one day you will see that sometimes things must be done for the good of us all.”

“But does that make you a good pony?” Twilight asked. “Does taking a life for the good of us all still mean that we ourselves are still good?”

“I don’t know Twilight.” Luna replied shaking her head, “But we must accept the past for what it is… and try to move on.”

“What… what are you two talking about?” Celestia said weakly gaining the attention of the two alicorns.

“Sister!” Luna said happily, placing her hoof on Celestia’s forehead. “You’re finally awake!”

“Yes…” Celestia replied with a smile. “How long have I been out?”

“Only a few hours Princess.” Twilight replied, “But given your injuries I’m surprised you’re already awake.”

“One of the perks of being an alicorn,” Celestia said raising her head off her pillow. “Accelerated physical healing… but magic still takes a while…”

“Then rest sister.” Luna said gently pushing her back down. “I shall inform the others of this most recent development.”

Luna left her sister’s side, but not before walking past Twilight with the same look she had given her before their conversation. Twilight shuttered at the sight, but she somehow knew that Luna wanted to keep their conversation between the two of them just that. In an instant Luna was gone, leaving Twilight alone with Celestia. That actually confused her a bit, Pinkie and Fluttershy had been there before her talk with Luna, but now they were nowhere in sight.

“Twilight?” Celestia asked. “Is there something wrong?”

“Just… looking for my friends,” She replied, her eyes still looking in every direction.

“I’m sure they’re fine.” Celestia said reassuringly. “Now it’s just me and you.”

“Actually Princess…” Twilight said, a light bulb clicking on in her head. “Now that we’re alone… I kind of wanted to ask you something.”

“You know you can ask me anything Twilight.” Celestia replied with a nod, “What do you wish to discuss?”

“I wanted to talk to you about a few days ago.” Twilight answered. “When you told me that the needs of the many outweigh the needs of the few.”

“I’m listening.” Celestia said.

“Why would you say something like that?!” Twilight asked. “He was my brother! None of us knew he was alive and when I saw him I-“

“Believe me Twilight I understand…” Celestia said knowingly. “The ties of family are among the strongest.”

“Then why did you tell me to forget about him?!” Twilight retorted, “You said that I should-“

“I don’t think you truly understood my meaning Twilight.” Celestia interrupted yet again. “Was it wrong that you went toward your brother first? No… but was it what you were supposed to do? No.”

“So I would’ve been wrong either way?”

“Far from it Twilight,” Celestia replied. “But you must remember that now as a princess you must sometimes have to put the wellbeing of many in front your family.”

“How is that a good thing?” Twilight asked, now more confused than ever. “You-“

“Twilight… if I didn’t put the needs of the people before those of my family, there is a good chance that we may very well not be having this conversation.”

“Wha-what… what are you talking about?”

“My sister.” Celestia answered, “My own flesh and blood… when she became the monster Nightmare Moon.”

“But she was trying to cast the world in eternal night!” Twilight said, “You had to-“

“Does that change the fact that she was still my sister?” Celestia said. “Because she became a monster that means that I no longer shared a bond with her?”

“N-no…” twilight said lowering her head, “I guess I never thought about it that way…”

“I understand Twilight…” Celestia said with a nod. “Nightmare Moon and Luna are polar opposites, it is easy to see them as separate entities.”

“That still doesn’t mean that I should…” Twilight suddenly found it hard to think of what to say next, but Celestia was more than willing to fill in the pause.

“You should never forget who your family is Twilight.” Celestia said softly, “But sometimes you have to make the choice of-“

“Howdy princess!” A cheery voice interrupted. The two looked to the direction of the voice to see both Applejack and Rainbow Dash headed their way. “Heard from yer sister that ya’ll doin’ better! Wanted ta be one of the first ta ask how ya feel?”

“I feel just fine Applejack.” Celestia said with a small nod. “And I have Grimlock to thank for it.”

“Speaking of that tin can, where is he now?” Rainbow asked looking around. “Last I saw him he was helping rebuild the spire.”

“He visited about twenty minutes ago.” Twilight answered. “But I’m sure that he’ll be back as soon as he hears about this.”

“He’s helping rebuild?” Celestia asked pleasantly surprised. “Well, after subduing Sombra I wouldn’t expect him to-“

“Uh… Princess…” Applejack said, removing her hat. “He didn’t really… subdue Sombra…”

“Oh?” Celestia said with a cocked eyebrow. “Then how did he stop him?”

“He RIPPED his heads off!” Rainbow exclaimed. “There was blood EVERYWHERE! How could you forget that?”

Celestia fell silent for a few moments, trying to process what she had just heard. The three sat down and waited eagerly for her answer, wondering what opinion Celestia had on the matter. Twilight had already gotten an earful from Luna, so she was prepared for whatever her mentor had to say. The other two however, had very different thoughts.

Applejack, though believing that killing wasn’t really the best way, believed that Sombra brought about his own fate, no matter how grizzly the end result was. Rainbow Dash however, expected Celestia to explode with fury, to her Killing was never an option, even if Sombra had used her to stay alive and attack her friends and she expected Celestia to agree with her one hundred percent.

That and the fact she still didn’t care for Grimlock that much. He had beaten her and proved her wrong on more than one occasion, but the main reason was the fact that Grimlock seemed so willing to end life, something that Rainbow held higher than all else. Everypony other than her saw him as a hero, but she knew the truth, she knew that he was just a giant with insatiable blood lust and with the news of Sombra’s death, Celestia would see it too.

“Well…” Celestia finally said bring a hoof to her forehead. “That is… that is hard to believe…”

“You bet it is your highness!” Rainbow said in slight triumph. “Grimlock murdered him and now-“

“He didn’t murder Sombra.” Celestia interrupted. “Grimlock did what was necessary to protect us all.”

“B-but he…” Rainbow stuttered in disbelief, “HE KILLED HIM!”

“He did.” Celestia agreed, “But he didn’t do it out of malice, nor out of enjoyment… he did it to save us from a fate far worse.”

“I’d beg to differ…” Rainbow grumbled under her breath.

“But there coulda been a different way right?” Applejack asked, “I’m sure that we coulda thought of something’.”

“You’re right Applejack.” Celestia answered. “It is unfortunate that Sombra had to die, but there is no changing the past.”

“So you’re saying…”

“I’m saying that I wouldn’t have wished for it to end this way… but I’m glad the threat is over.”

“How could you just-“

For the second time that day somepony was interrupted by the sound of tons of metal headed in their direction. The ponies turned to see Grimlock sprinting at top speed to get to them, this came as a surprise to them. However that surprise quickly turned into fear when they saw that it didn’t look like he was about to stop, they stood there frozen in their own fear, waiting to be crushed. However, before that moment could come to pass Grimlock slammed one of his feet down harder than normally, effectively creating a ditch that he could use to slow down and Slow down he did, but not before he knee was inches away from Rainbow’s muzzle.

“ARE YOU CRAZY?!” Rainbow shouted, throwing her hooves in the air, “YOU COULD’VE-“

“Celestia awake?” Grimlock asked, ignoring the furious mare. “She better?”

At that moment Grimlock took a knee and reached for Celestia. His hand overshadowed all the ponies, but stopped gust inches in front of Celestia.

“I am…” Celestia replied resting her head on Grimlock’s finger, “thanks to you.”

“Grimlock protect Celestia from monster.” He replied with a nod. “Me make sure nothing bad happen to ponies.”

“I’m sure you did.” Celestia said, taking notice of something white close to Grimlock’s shoulder. “What’s that?”

“Little white pony,” Grimlock replied and Rarity ungraciously fell from her perch to the ground. “Luna tell Grimlock Celestia awake, white pony want to come too, so me grab her.”

“I thought it would be a bit more romantic…” Rarity said struggling to her feet as her friends gathered around her. “I had NO idea that I was in for a rodeo…”

“Maybe next time ya’ll be a bit more prepared.” Applejack said fighting back a laugh. “I could show ya how ta stay on if ya-“

“There won’t be a next time.” Rarity scoffed, throwing her nose in the air as she pranced away. “I never want to be treated so rough ever again!”

Rarity suddenly turned her attention to the reason she came. Celestia was resting her head on Grimlock’s finger, smiling euphorically as she gently buried her head as deep as she could into it. Rarity’s attitude suddenly had a complete turnaround at the sight, spinning to face Grimlock she batted her eyes and bit her lip.

“But I’ve always been the one to give someone a second chance…” she cooed with half closed eyes.

“Uh… aside from odd romantic interests…” Applejack said looking back to Celestia, “What are we gonna do next Princess?”

“Well I could continue to rest and leave the rest of the repairs in your capable hands.” Celestia said in a very non suggestive manner. “I’m sure Twilight, Cadence and Luna can manage the effort well.”

“Well… Cadence is sick…” Twilight said, not mentioning why. “And Luna’s still off trying to find Pinkie and Fluttershy.”

“Then I’m sure that you’ll do fine on your own.” Celestia said removing her head from Grimlock’s finger and resting it back on her pillow. “Now go, there’s still much to be done.”

“Ponies here Celestia.” Grimlock said rising back to his feet. “Now we work!”

With that all except Twilight left Celestia’s side, leaving them with only temporary peace. Just as they were about to continue their conversation Princess Luna appeared in a blinding flash of light, startling them.

“Always one for show, eh sister?” Celestia said with a smile.

“You’re one to talk…” Luna replied with a smirk, “I take it everypony knows you’re alright?”

“All except for Fluttershy and Pinkie Pie,” Twilight answered. “Did you tell them?”

“I did…” Luna replied with a nod, “But they opted to return home early for obvious reasons.”

“I understand.” Twilight said lowering her head. “I hope that blows over soon.”

“What blows over?” Celestia asked, her interest peaked.

“Nothing!” Luna and Twilight said in unison, causing a small giggle to escape Celestia’s lips.

“What I mean is Pinkie Pie is also not feeling well.” Twilight said with a failing poker face, “Fluttershy’s taking her back to Ponyville so she can get better.”

“Really?” Celestia said cocking her eyebrow. “I hope that we don’t have any more ponies getting sick…”

“Sister…” Luna said shaking her head. “At the moment, ponies being sick is the least of our problems…”

*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*

“What do you mean that we’re already out?!” Starscream roared. “We’ve only filled three cubes!”

“I used nearly half of my samples developing the process as it is…” Shockwave replied, placing the final cube on top of the other two. “And it takes ten of these organics to fill one.”

“I didn’t expect them to be gone so quickly…” Starscream hissed, looking at the pile of bodies at the edge of Shockwave’s table. “I could get the remaining Combaticons to-“

Starscream was interrupted by five energon signatures appearing on his sensors. That confused him, Starscream sent the four out to discover an organic energon source not so easily reached by Grimlock, that was two days ago. They were back much faster than expected, in fact he didn’t think they’d be back for at least a week and possibly with enough organics to cause another signature to appear. He walked to the entrance of the cavern, expecting to see the Combaticons carrying their precious cargo with pride.

So when he was essentially ran over by a frantic group of Decepticons it certainly caught him off guard. The worst of it was they didn’t seem to care, whatever they were carrying was more important to them. The four rushed Shockwave, placing whatever they were holding before him. Seconds later, a cacophony of sounds blared in Starscream’s auditory sensors forcing him back to his feet in a rage.

“What in the name of Primus is going on?!” He roared, holding his head still. “I demand an answer!”

“Sorry ‘Commander’ Starscream…” Onslaught said looking back to him. “But we were busy doing a recovery mission.”

“I take it you found something…” Starscream growled walking over to them. “More organics I hope?”

“No.” Brawl answered. “Something a lot better…”

The Combaticons stepped aside allowing Starscream to gaze upon what they had brought in. Starscream’s jaw partially unhinged at the sight, Swindle the fifth and final Combaticon, barely alive and pouring energon.

“H-how?”

“We detected his signature about thirty miles from the impact crater.” Onslaught explained.

“And we got him back here as soon as we could.” Blast Off added. “Now all Shockwave’s gotta do is patch him up like new.”

“Like hell he is!” Starscream barked, “Doing that would cost us all the precious energon we’ve managed to extract!”

“I would have to agree with both logics.” Shockwave said looking over Swindle. “But we must consider the long term effects… if Swindle becomes one with the All Spark, then the Decepticons lose a possible deciding factor in the war.” Shockwave then walked over to the three full energon cubes. “But this planet is full of creatures full of energon, we can extract more if need be.”

Starscream let out an exasperated sigh, nut he knew Shockwave was right. Besides he would need Bruticus later if his plans were to fall into place correctly.

“Very well…” he said walking over to Swindle, “If it will increase morale I see no harm in it.”

“Then stand aside.” Shockwave said pushing Starscream away like a rag doll. “I need to operate.”

Author's Notes:

Well it's been a while (Busy again...) but I've got the damn thing up!
Grimlock the builder! (Can he fix it?) Grimlock the builder! (I'm not sure!)
Rarity... you better watch out Grimlock is Tia's hubby!
Grimlock visits regularly? Aw that's sweet...
Pinkie... NO!
Well at least he got an explanation... what?! Grimlock! WHY U NO APOLOGIZE!
Twilight vs. Luna... GO!
... ... ... ... ... ... Oh God... Sombra's a monster! Grimlock gave him what he deserved!
Tia's awake! Huzzah!
Oh THAT'S why Tia said those things...
Hey Grimlock's back!
God those two are cute...
Rarity tryin' to be Flash Sentry... stealin' hubbies and shit...
Back to work!
The cons killed all the ponies... THEY KILLED THEM!
... ... Oh no... They got Swindle back!
And here you people are... thinking that a crossover with Grimlock and ponies couldn't have ethical arguments... I say Bull! (But then again I didn't expect all of you to jump on the Grimlestia boat... but I digress) Same questions apply as usual mistakes and all that please tell me what you think and all that jazz...
Finally another question... Should I put this on hold? Or should I work with it in tandem with my long awaited sequel? if I stopped working on it now you'd get chapters faster when I'm done with the sequel, but that may take two or so months. Or I could do on and off with both meaning they'd still be updated, but there would be very long gaps in between updates. Go ahead and tell me what you think. I'd love to hear feedback!

Conversation with a Titan

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A week had passed since the fall of Sombra and the Crystal Empire had nearly been completely rebuilt. But those in charge of the rebuilding effort had stated that there was only one reason for their phenomenal success, Grimlock. Even Shining armor had to commend the titan for the work he had done, even if he caused about a quarter of the damage.

They even went so far as to throw a celebration in Grimlock’s honor, in spite of his objections. The event was held on a grand scale. Vast tassels and streamers hung from ropes spanning entire pathways intertwined with one another until it came to the front of the castle itself, where a tapestry standing nearly Grimlock’s height, bearing his likeness, hung from the castle entrance.

Princess Cadence herself oversaw the preparations, mainly because Pinkie Pie had left for Ponyville with Fluttershy the moment the train tracks had been fixed. A select few knew why but it was decided that they would keep the secret among one another as to avoid any further destruction and the good name that Grimlock literally fought to obtain. One such pony now stood on the balcony of the castle, looking over her checklist one last time.

“Looks like they pulled out all the stops huh?” A cyan pegasus said landing gracefully beside her. “If only they really knew.”

“We’ve gone over this time and time again Rainbow…” Twilight sighed, turning her attention to her friend. “Grimlock saved them… he saved us… What more would it take for you to trust him?”

“I can’t trust him…” Rainbow replied, growling through her teeth. “And if any of you were smart you wouldn’t either.”

“Why not?” Twilight asked, becoming frustrated. “After all the good he’s done. What possible grudge could you hold against him?”

Rainbow was silent for a few moments, prompting Twilight to ask her again. But before she could let the words escape her Rainbow looked to the vastness of the empire and sighed.

“This past week I’ve come to understand a few things…” she said staring out into the rebuilding empire. “I’ve come to terms with what Celestia and Luna have told me...”

“And that is?”

“That sometimes… sometimes…” Rainbow said, struggling to find the right way to swallow her pride. “Sometimes there are ponies that can’t be stopped any other way.”

Twilight had to take a step back after what she had just heard. In all the years that she had known her, Rainbow rarely admitted that she was wrong and there were even fewer times when she would admit it when someone else was right. Twilight smiled to herself, maybe this was a step in the right direction, if she could understand then maybe Grimlock wouldn’t be too difficult to bring around.

“But I don’t think Grimlock is a good guy…” Rainbow continued, crushing both Twilight’s thoughts and hopes.

“And why not?” Twilight asked, “Every time a threat has appeared not only did he come to help us, he’s made sure that none of us were hurt.”

“It’s not that simple Twilight.” Rainbow said shaking her head.

“How can it not be?” Twilight asked, trying to understand her friend.

“Because Killing should be a last resort… in fact it should be beyond the last resort.” Rainbow replied looking back to Twilight. “Grimlock would kill you just as soon as you made him angry… and he’s always angry.”

Rainbow quickly turned around, staring back into the castle, staring at some of the few guards remaining. “The guards would understand…” she said. “They would kill to protect the princess, their country...”

“But they wouldn’t do it without remorse.” Twilight said. “I’m sure to them it’s a terrible thing, something that they just don’t want to do.”

“That’s my point.” Rainbow answered, once again turning back to Twilight. “Grimlock feels nothing when he kills, no remorse, no internal conflict… he kills because he feels like it…” Rainbow suddenly held her head low, as if she had lost her most prized possession. “And a part of me… a part of me feels like he likes it.”

Twilight jumped back at the accusation, but she had to understand where she was coming from. Grimlock certainly had no qualms when it came to ending life, but to go so far as to say he enjoyed such actions. It seemed to be quite a stretch for her.

“Don’t worry Rainbow.” Twilight said outstretching her hoof. “No pony kills for sheer entertainment value.”

“I know Twilight…” Rainbow sighed as she unfurled her wings, “But you need to remember one thing…” Before Twilight could ask what she darted into the sky and turned around.

“He’s NOT a pony.” And with that Rainbow darted into the distance, leaving Twilight only with her thoughts.

Hours later the festivities were in full swing. The crystal ponies were having the time of their lives, sporting all sorts of Grimlock related memorabilia. He had become a national hero to them. The one had stopped their ultimate enemy permanently, so they were more than happy to show their appreciation for him. Not to mention Rarity was quite pleased herself, after all she designed and created the line herself, so she managed to make a few bits off the celebration.

Hours passed and the celebration showed no signs of stopping, that is, until the moon rose in the night’s sky. That was when everypony literally stopped what they were doing and made their way to the now restored castle. Looking to the balcony the crowd saw their beloved rulers, Shining Armor and Princess Cadence. They collectively cheered, but the risen hoof of the Princess silenced them, if only for a few brief moments.

“Good evening my little ponies!” Cadence said to the masses, who responded in a thunderous combination of cheers and hooves being driven to the ground. “Today has been quite the day of celebration has it not?”

The crowd roared with enthusiasm, telling her that they really did have a wonderful day; especially given one week ago they thought they would never see another sunrise. It was then that Shining Armor stepped forward, but instead of sharing his wife’s smile, he wore a face far more stern. A face that he had ever since the empire fell under attack.

“But let us remember those who could not be here with us today.” He said, silencing the crowd. “Let us remember our family, friends… others that were taken and those brave guards who gave their very lives in the initial attack.”

At that moment Shining lowered his head, soon followed by his wife. Seconds later, like a wave on the shore, the crowd lowered their heads until finally every last pony in the entire empire was in silent memoriam. A good minute had passed before Shining finally raised his head and looked to those who looked to him for protection in their time of need, something he couldn’t offer them back then. But fortunately the one they were honoring rose to the occasion.

“Now for our guests of honor!” Cadence said with cheer, “The co-rulers of all Equestria… the Princesses Celestia and Luna!”

The crowed both cheered and gasped as the two alicorns seemed to appear out of thin air. It certainly was a surprise for them to show, especially with preparations for the Grand Galloping Gala in full swing.

“Hello Crystal Empire.” Celestia said looking out to the still cheering crowd. “It is with great pleasure that I address you tonight.”

“However our time here will be quite limited.” Luna added, as if to cut the crowd’s hope in two. “We are both very busy insuring that everything for the Gala is ready.”

“That being said we are still very thankful that you have chosen us to be guests of honor.” Celestia continued, bringing up the crowds spirits. “But there is one here who deserves special recognition.”

The crowd suddenly became louder than it had the entire time, chanting the name of their hero. “Grimlock! Grimlock! GRIMLOCK!”

Celestia smiled to herself. It was good to see that such a large group of ponies had looked past the exterior of Grimlock and saw what she saw, the hero inside. It gave her hope that the rest of Equestria would soon see the same thing. But she hoped that he wouldn’t have to eliminate a sadistic tyrant each time he did.

“It seems the crowd is growing impatient sister.” Luna whispered into Celestia’s ear, breaking her thoughts. “It is best that we introduce him now.”

“Of course.” Celestia replied with a nod looking to the crowd. “It is now with the highest of honors that I present to you your champion…” The lights that were focused on the balcony suddenly shifted to a massive curtain bearing the symbol that Grimlock wore on his chest. “Fillies and Gentlecolts, I present to you, Grimlock!”

The curtains pulled away, but instead of cheers of triumph there was a collective gasp of shock. Confused, the princesses looked to the where there should’ve been a sixty plus foot metallic titan, but they saw nothing in its place. Within an instant the two were on the ground, looking for answers, but all they found were Applejack, Twilight, Rainbow and Rarity.

“Where is Grimlock?” Luna asked. “Was he not supposed to be behind this curtain?”

“Yes Princess.” Rarity said, looking for herself for good measure. “And couldn’t possibly imagine where he wandered of too… then again I would wonder why he would wander in the first place. I could never imagine turning down such affection and attention.”

“I can’t believe this happened again!” Rainbow yelled, slamming her face in to her hoof, “He’s taller than a train is long and he still sneaks away at the last second?”

“Well he was here ‘bout two minutes ago…” Applejack added scratching her head. “So he couldn’ta gone too far…”

“Applejack’s right.” Twilight said looking around. “And there aren’t many places he could’ve gone where no pony would’ve spotted him.”

“Well that for sure knocks out him walking into the crowd…” Rainbow snorted rolling her eyes, “Though I wouldn’t put it past him…”

“Maybe he has some kind of cloaking ability, something he never told us he could do.” Twilight pondered rubbing her chin.

“I highly doubt that Twilight.” Rarity said shaking her head, “I couldn’t think of any reason to hide such a work of art.”

“Alright…” Applejack said, taking a step away from Rarity, who was day dreaming about Grimlock again. “All bizarre romantic fantasies aside… that still don’t tell us where ol’ Grimlock ran off to.”

“We should go look for him.” Twilight said, “But where to start?”

“I believe I have a plan…” Princess Celestia said gathering the attention of the four. “Why not split up and look for him?”

The four looked to one another before collectively bringing their hooves to their faces. More or less feeling ridiculous because they didn’t think of that in the first place.

“Rainbow Dash and Rarity should make their way to the marketplace.” Celestia said pointing with her wing. “Twilight and Applejack make your way to industrial district.”

“Why do I have to go with Rarity?” Rainbow asked. “Applejack is more my speed.”

“That may be true, but we need to have someone slightly more attentive in each group.” Celestia replied. “I mean no offence, but I can’t risk any of you missing a potential clue to his whereabouts.”

“No offence taken Princess,” Applejack said tipping her hat. “I may’ve suggested the same thing myself.”

“Indeed…” Celestia said with a nod. “Now let’s not waste any more time, I don’t want the crowd to become any more restless than they already are.”

“Will do Princess!” Rainbow said darting off toward the marketplace before abruptly stopping, “But what are you going to do?”

“My sister and I will remain here.” Celestia answered, “incase he returns before either of you find him.”

“Oh… yeah…” Rainbow replied rubbing the back of her head, “I knew that… Come on Rarity!”

Before Rarity could reply Rainbow was already halfway to the market. Letting out a disgruntled sigh and following her overanxious partner. Applejack and Twilight on the other hoof, took a much slower approach, with Applejack leading and Twilight not far behind, looking for anything her partner may have missed. The Princesses stood there, each watching another group until they were finally out of sight. The moment the two were alone they couldn’t help but let out a small giggle at what had transpired.

“You already know where he is…” Luna said turning to her still laughing sister. “Don’t you?”

“I didn’t know it was THAT obvious…” Celestia replied containing her laughter, “What gave it away?”

“You normally let THEM come to a decision rather than making your own.” Luna replied. “Just like with those tickets to the Gala a few years back.”

“You knew I was planning on sending those tickets anyway, right?” Celestia replied with a raised eyebrow. “I just wanted Twilight to learn the importance of sharing her blessing first.”

“Of course...” Luna replied rolling her eyes. “Now back to the task at hand… where exactly IS Grimlock?”

“After all that protesting he did when it came to this little celebration I decided to have a little talk with him.” Celestia explained, “And in that conversation we devised a plan.”

“Do go on.” Luna said, smiling to herself. “I’m curious as to how and where you managed to hide a being of his stature in such a short time.”

“Isn’t it obvious?” Celestia replied shrugging her shoulders. “It was a simple manner of teleportation really, though it was made slightly more difficult with something his size.”

“Bravo sister…” Luna said clapping her hooves together. “Very well played, but that still doesn’t answer where he went.”

“Well I couldn’t teleport him out of the empire. He’s FAR too big for that.” Celestia began, “But I did get him far enough away so he wouldn’t be spotted by the others, and given the time that has spanned he’s probably made plenty of ground.”

“I see…” Luna nodded, “But what now?”

“Well…” Celestia said looking to the night sky. “We did make a deal, Grimlock wouldn’t appear at the height of the celebration, but he does have to show up to insure the ponies don’t worry.”

“I suppose that’s what you’re going to be doing now?” Luna asked, looking to the now dispersing crowd.

“You know me too well sister.” Celestia said with a smile as she wrapped her wing around Luna. “But could I ask you one thing as well?”

“Of course.” Luna said with a nod, “What do you require?”

“I know you don’t like crowds that much either,” she began looking to the crowd as well. “But do you mind stalling for a few minutes? So I can go get him?”

“Well…” Luna said rubbing her chin. “I can, but it WILL cost you.”

“Of course Luna.” Celestia said, “What are your terms.”

“Your desert for a week,” Luna replied with a devilish grin, “including evening cake.”

Celestia nearly buckled under her own weight when she heard her sister’s terms, but she knew that it was the only way to keep Luna quiet. Celestia painfully nodded in silent agreement, prompting Luna to let out a maniacal laugh that nearly caught the attention of the remaining crowd. Biting her lip Celestia’s horn began to glow a faint golden color until in a flash of light she was gone, leaving Luna to uphold her part of the bargain.

Moments later Celestia appeared near the edge of the city, outstretching her wings to take flight. It didn’t take her long to spot her quarry. He was easily twice the size of every building minus the castle of course. But there was something different about him this evening, instead of wondering around or doing some sort of self-imposed sword training he was staring into the night’s sky, not moving a muscle, or whatever he had.

Curious about this Celestia landed next to his foot and looked up to Grimlock. He didn’t even acknowledge her presence, which was even more odd given that she and Luna were the only ones that somepony could consider Grimlock being excited about seeing. Letting her curiosity get the better of her she once again too to the sky, only this time lading on Grimlock’s shoulder, so she could have a better view of what he was looking at too.

Upon further examination Celestia saw that he was staring at a certain star far off in the cosmos, one that most ponies wouldn’t take much notice of. But for some reason he focused all of his attention on that one star. Again letting her curiousness getting the better of her, Celestia decided to do something very un-princess like, she decided to interrupt him.

“Grimlock?” she asked, tapping her hoof on the metal below her. “Grimlock what are you looking at?”

The sudden break in silence caught Grimlock off guard, but not enough to make him jump. Instead he turned to the pony on his shoulder and let out a bellowing metallic growl.

“Hello Celestia…” he said as if he wasn’t happy to see her. In fact he wasn’t, because her arrival meant that he would have to be close to those annoying little shinny ponies again. And they were even worse than the pink one as a whole.

“Good evening, Grimlock.” Celestia replied with a smile. “It’s quite a lovely evening isn’t it?”

“You say it is…” he answered, looking back to the night sky. “But to Grimlock it’s nothing but one white dot and lots of little ones.”

“So the moon and stars mean nothing to you?” Celestia asked.

“Not really…” Grimlock replied.

“Don’t tell Luna you said that.” Celestia said letting out a chuckle. “But I don’t think you’re telling me the whole truth.”

Grimlock looked back to her, slightly insulted that she would think he would lie to her about something. Sure there were times that he would skate around the truth and there were times that he wouldn’t tell the truth, but Grimlock never lied to anyone in their face or behind their back.

“You think me lie?” Grimlock asked, clinching his fist.

“Oh no far from it,” Celestia replied hopping off of his shoulder and onto his chassis. “I just said you weren’t telling the whole truth, in fact I don’t think you have been the entire time.”

Grimlock looked away, knowing that she was right. He didn’t necessarily feel horrible about it, he was just more or less upset that she had caught him and saw past his charade. Now soon she was going to ask him about the Decepticons again, and maybe even his plan to kill Shockwave, but instead she did something completely unexpected.

“I’ve known for quite some time that you’ve been withholding the entire truth from me and my little ponies.” She said in a stern yet calming tone, “and quite frankly, the reason for you doing so is yours to have. I won’t think any less of you for doing what you believe is right, but I ask at least one thing from you and I want you to answer me with the utmost honesty.”

At that moment Celestia flew up to Grimlock’s visor, stopping only feet away. “What are you staring at in the night’s sky?”

Grimlock didn’t really know how to react to the situation. For starters, Celestia knew that Grimlock wasn’t telling her about Shockwave and the others or how they were connected to him. Second, she didn’t care that he wasn’t, if it had been Prime or any other higher ranking Autobot, like Ironhide or Ratchet they would have tried to grind it out of him until he ultimately fell silent of left their presence entirely. To top it all off he could tell just by her tone that Celestia was displeased with him in that fact, but for her not to think any less of him blew several circuits in his motherboard.

Grimlock processed all of that knowledge for a few seconds just before he let out a metallic sigh. She was right about everything she said. That combined with the great respect he held for her he could’ve at least fulfilled her one, very simple request.

“Home…” Grimlock replied, looking back to the star in question.

“Home?” Celestia questioned. “What do you mean?”

“Home.” Grimlock repeated, pointing to the star in question. “Me looking at home.”

“You home is a star?” Celestia asked, turning her attention to where Grimlock was pointing.

“No, Home is near star.” Grimlock replied shaking his head. “Planet… called Cybertron.”

“That’s… an interesting name.” Celestia said, smiling awkwardly. She couldn’t believe that anything would name an entire plant such a silly name.

“Grimlock live there for over seven million years.” He continued. “Me was a great gladiator in the pits of Kaon.”

“A gladiator?” Celestia questioned, it wasn’t like she had never heard the term before. She knew that the Griffon Kingdoms had warriors that bore the same name, but they were slaves, fighting for their freedom. She could hardly believe something as powerful as Grimlock being a slave, especially with is attitude.

“One of the best.” Grimlock said with pride. “Over three million years undefeated.”

“That’s… quite impressive…” Celestia said forcing a smile. At least now she knew where he got his fighting skills from. “What happened to stop you?”

Grimlock paused for a second, wondering what exactly he should say. He knew for a fact that she was trying to chip away at the wall of secrecy that he had built, but this was one of three ponies he respected, her being the most of all. So he decided that he could tell her more.

“Megatron…” he replied, trying to hide his anger.

“Mega-who?”

“Megatron...” Grimlock repeated, not quite able to hide his anger a second time. “He gladiator like me, but he was called Megatronus long before he was Megatron.”

“I see…” Celestia said, wondering where in all of Equestria such silly names came from. “What did Megatronus-I mean Megatron do next?”

“He do what all Gladiators do.” Grimlock replied. “He fight, kill and fight again, but unlike others he spoke too.”

“He spoke?” Celestia asked, “You didn’t speak back then?”

“No we speak,” Grimlock said shaking his head. “But he speak of different things, he speak of freedom.”

“Freedom?” Celestia gasped. “So you were…”

“All Gladiators were… we built to battle for entertainment, nothing more.”

“That sounds like a horrible life.” Celestia said slightly disgusted. “Megatron was right in fighting for freedom.”

“Me thought that too.” Grimlock replied nodding his head. “So Me was one of first to join him, along with Soundwave and puny librarian called Orion Pax.”

“It is good to know you fought for what was right.”

“We thought same thing…” Grimlock said looking back to the stars. “Then everything changed.”

“What changed?”

“Me not really sure what, but Megatron and Orion walked into great council, and Orion walked out a Prime.” Grimlock paused for a moment remembering that fateful day. “Orion became a sworn enemy and Megatron called us Decepticons.”

“You were one of those things you nearly KILLED Rainbow Dash for calling you?” Celestia said shocked, “How could you be so-“

“Me not one for long.” Grimlock interrupted. “Only one million years or so.”

“Well… what made you change your mind?” Celestia asked her interest peaked beyond any normal means of measurement.

“Kalis happened…” he growled. “Kalis made Grimlock realize Megatron was wrong.”

“What happened at Kalis?” Celestia asked, half fearing the answer.

“Megatron told us, that city was full of enemies…” Grimlock explained. “He say kill everything…”

“What did you do?”

“Me follow orders, until me saw that whole city was full of weak refugees from war.” Grimlock clinched his fist yet again. “Me never kill the weak, no honor in killing the defenseless, but Megatron… Megatron…”

With no warning Grimlock unleashed a deep metallic bellow that could be heard for miles around. “MEGATRON KILLED WEAK ONES WHO RUN AWAY!”

Again without warning, Grimlock slammed his fist into the earth, forcing the ground to shake and crack under his unbridled power. Celestia was thrown off of him in the event, but thankfully she managed to get her wings flapping before she met the ground. She flew in place for a few moments literally watching the hate seethe off of Grimlock’s body in the form of a blood red aura. Cautiously she approached him, making sure that she was ready for another possible outburst. Foot by foot she nervously flapped her wings until she was once again feet away from his visor, which was now switching from blue to red.

“Grimlock?” She asked reaching her hoof out to him. “Grimlock are you okay?”

“Me leave Decepticons after that day to join Optimus Prime and Autobots.” Grimlock finished looking to Celestia as his visor faded into blue one last time. “The rest is history.”

“Surely there’s more to it than that.” Celestia said trying to squeeze only a little more information out of him.

“No…” Grimlock growled back. “Me spoken enough…”

“If you say so Grimlock…” she replied letting out a sigh. “But I’m sure you know what time it is now.”

“Yes…” Grimlock answered lowering his head. “Now me have to be with shiny ponies…”

“That’s right.” Celestia said nodding, “Oh and try to smile, you’ll look less scary.”

Grimlock stared at her blankly for a few seconds. Knowing full well that it was hard to smile without a mouth or something that looked like it. But Celestia just laughed her little joke off and the two were finally on their way to the celebration. It didn’t take very long for them to arrive, give or take a few minutes. Luna was the happiest with their arrival, she had run out of sun jokes and the crowd had fallen long silent. But upon Grimlock’s arrival they were met with overwhelming applause.

Grimlock stood there silently as the shiny ponies swarmed him. Asking him ridiculous questions, touching him screaming his name louder and louder in desperate attempt to gain his attention. He had to fight his every urge to pull out his sword and start swinging, but in the end the shiny ponies were happy. And that’s what Celestia wanted. The following day he and the remaining elements were off to Ponyville, Grimlock still needed to rebuild the rest of the town after all.

*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*

“How’s he doing?” a voice asked in the darkness.

Swindle had finally woken up, but he had no idea how long he was out. For all he knew he was still in the clutches of the damned bug queen he was far too weak to make any kind of attack. So he decided to stay silent and listen into whoever was talking.

“Do I LOOK like a doctor?” another replied.

“It’s been nearly a week since we found him… don’t you think he’d be up by now?”

“Well he did have those things in his chassis…”

What things? Swindle thought, did she inject him with some kind of virus? Did some sort of infection spread throughout his body? Whatever it was it scared him and he prayed that it wouldn’t reach his spark.

“They shouldn’t have done anything to his circuits, they weren’t anywhere near his spark.”

Relief swept across Swindle’s body, whatever was inside him was now out and harmless. But the longer he was awake the more he gathered his senses; there was something about the voices, something that sounded familiar.

“But it still begs the question why they were in there.” a third voice chimed in.

“Shockwave already said they were in some kind of hibernation stasis.” A fourth and final voice said. “But needless to say we managed to extract plenty of Energon out of them.”

Shockwave? Swindle inwardly smiled, a happy thought crossed his mind. Maybe these were the Combaticons, but that thought quickly went away when he remembered the torture he endured. He nearly told everything to that thing while she ‘questioned’ him. And he remembered very clearly how she managed to mimic is voice down to the last tone. He continued to stay quiet. He wasn’t about to move until he heard them say something that wasn’t mentioned in his interrogation.

“Yeah we did.” The first voice laughed. “They had even more than those things we grabbed near that energon spire.”

“We need to find more of those things if we want to have a good supply.” The third voice said. “No doubt Megatron will be happy when we report an entire planet teaming with more energon that Earth AND Cybertron combined.”

“E-Earth?” Swindle said weakly, that was pretty much the only thing Chrysalis didn’t manage to pull out of him, mainly because she didn’t ask. Cautiously he opened his eyes, just to find himself surrounded by friends.

“Swindle!” The other Combaticons cheered swarming him.

“We thought you were scrap.” Onslaught said patting him on the head. “Good thing Brawl found you on his scanner.”

“I don’t like to brag… but yeah that was all me.” Brawl said puffing out his chest.

“You have no idea how glad I am to see you guys…” Swindle said slowly rising from the makeshift table. “What’s the word? Last I remember that stupid lizard pushed us into the Space Bridge…”

“We’re on a new planet Swindle.” Onslaught explained. “One with enough energon to rebuild ten Cybertrons!”

“I figured that much…” Swindle said rubbing his head, “Especially given the only life forms my data banks register are your ugly mugs.”

“Yeah but that’s not even the best part.” Blast Off continued.

“This planet’s life is all half energon!” Vortex finished.

“Really?” Swindle asked. “How is an energon/organic hybrid even possible?”

“Even Shockwave doesn’t know that.” Onslaught replied, “But we’ve come to find out that some creatures have more energon than others.” Onslaught then placed his hand on Swindle’s shoulder and pulled him in close. “You know where we could find any more of those things that were inside you?”

A dark grin grew on Swindle’s face at the very sound of the question. “Yeah…” he said rubbing his hands together. “I know a place…”

Fall of the Swarm

View Online

The badlands were called that for a reason. There was nothing but rock and sand as far as the eye could see. The blazing sun beat mercilessly upon the cracked earth and burning winds created vicious sandstorms that would tear flesh from bone. Only the strongest forms of life could hope to eke out an existence in such a place, a place that was the polar opposite of the land to the east, a land full of life, a land full of love.

Deep below the scorched surface a race dwelled, regaining its strength after it had underestimated the strength of their neighbors. Their leader, though powerful herself, had fallen to the folly of arrogance and let her enemy defeat her. She seethed with anger at them, she had defeated their God, even captured their capitol city, but in her own narcissism she neglected one critical detail that detail being the only reason the invasion failed.

For days on end she would sit upon her throne, pondering the ‘what if’s that always came with every failure. This day was no different for Chrysalis, Queen of the Changelings, her throne made of the empty cocoons of her long hatched children. She snarled to herself as the moments up to her failure played through her head again and again, until she couldn’t stand it anymore.

“FAILED!” she suddenly roared shooting up to her feet. “I had them on their knees… no, on the BELLIES! And I still couldn’t finish them!”

With little warning, the Queen fired a powerful blast of magic at a titanic stalagmite, turning it to dust. Chrysalis calmly walked over to the new pile of ash and softly placed her hoof in the pile, making a small plum puff into the air.

“I should’ve done that to that little good for nothing alicorn…” she hissed. “The way I see it I would’ve been doing that stallion a favor… he has to deal with her until he dies… at least I would have made it quicker…” A small smile came to her face at the thought that danced across her mind. “And far more pleasurable if I do say so myself...”

She wasn’t left to her thoughts for very long though, because just as soon as she had turned to walk back to her throne a single drone flew into the towering chasm. He didn’t stay aloft for long, because just as soon as he was within ear shot he became enveloped in pulsing green magic. Before the drone could respond he was slammed to the floor, the force nearly shattering his carapace and effectively knocking the wind out of him. His ordeal was far from over tough, as he tried to take a break a powerful hoof came down on his throat, forcing neon green blood to spurt out of his throat.

“What have I told you…” she growled, “About coming here without PERMISSION!”

The queen violently threw the drone to the wall, silencing him permanently. The queen seethed for a few seconds staring at the now limp body on the opposite side of the room until an entirely different emotion fell upon her, regret. She suddenly rushed to the fallen drone, fighting back tears as she picked him up with her magic.

“I-I’m… I’m sorry…” she said cradling the body like an infant, “I’m so sorry… I didn’t mean to-“

“My queen.” A voice from behind her called at the entry of the chambers. “I tried to tell Drone 209 that he needed permission to enter, but he-“

The second changeling looked on in horror at the sight before him. His queen, his ruler, the very being that he would never question, was holding the lifeless and still bleeding body of what was one a drone in her forelegs, letting her tears fall as she buried the corpse into her chest. He began to back away, but soon his entire body was encompassed by the same magic his predecessor was ensnared by and pulled ever closer to his queen, whether he liked it or not. There was no point in struggling or fighting back, death was likely to follow either decision, so he just closed his eyes and accepted whatever fate his queen had in mind.

“Yes?” she suddenly asked, like nothing was wrong. “What were you about to say Sentinel 34?”

The changeling opened his eyes to see that his queen looked and acted both perfectly normal. Despite the fast just seconds ago she was nearly sobbing holding the body of one of his dead brothers.

“You were saying something…” Chrysalis said, lifting the changeling’s head so he would look at her. “What was it?”

“It… it was that Drone 209 refused to obey the orders…” Sentinel 34 said. “He believed the message he had was far too important.”

“Message?” Chrysalis asked, tilting her head to the side. “What message?”

“T-that’s the thing… my q-queen…” he replied rather reluctantly. “Only Drone 209 knew the message.”

Chrysalis’s teeth began to grind together as her eyes began to burn with fury. Her counterpart wanted to run in an effort to avoid the same fate as his predecessor, though it would have only granted him a few seconds. He closed his eyes to accept his fate, but instead of feeling excruciating pain, he felt a gentle, motherly nuzzling on his forehead. Opening his eyes he saw a loving smile just before he was encompassed in the forearms of his queen.

“It’s alright…” she whispered lovingly. “Sometimes horrible things happen… and we can’t change the fact they did happen.”

“Yes my queen.” The sentinel nodded fearfully, hoping her demeanor would remain consistent until he left. “But that doesn’t negate the fact that his information could’ve been useful…”

“You think I don’t know this?” Chrysalis growled, towering over her sentinel. “There had to be a reason for his blatant insubordination right?”

“Y-yes…” The sentinel replied starting to back away, but just as before his queen’s magic prevented any hope of escape.
Fear came into his eyes. The one thing he hoped wouldn’t happen did, Chrysalis’s mood had swung again, this time for the worst. He closed his eyes tightly, expecting his fate to be the same as the fool prior to him. But once again, just before he thought his fate was sealed another being burst into the chasm, effectively distracting Chrysalis.

“MY QUEEN!” she called, coming to a screeching halt. “I bring news from the north!”

“You do?” Chrysalis asked tilting her head sideways as a small smile grew on her face. “Well don’t keep me in suspense youngling, tell me.”

Within an instant Chrysalis had deserted the sentinel and was upon the new changeling, eyes wide with anticipation. The new changeling jumped at the sudden attention she had received, but maintained her composure as her ruler lowered herself to her eye level, resting her chin on her hooves while she waited.

“Well…” she said awkwardly looking to her queen. “I’m not exactly sure if you haven’t already heard it…”

“I have received no news today young one.” Chrysalis replied crossing her forelegs in front of her, “Now please… before I grow impatient.”

An undistinguishable noise peeped out of the changeling, knowing that her queen was the most dangerous when annoyed. Taking a deep breath the young changeling prepared to tell her tale, hoping it would be enough to spare her from her queen’s unpredictable wrath.

“I was the scout that you tasked with tracking the creature we left for dead if his so called ‘allies’ were to come for him.”

“Ah yes, I remember now, Scout 391.” Chrysalis said placing a hoof on her chin. “I’d take it that they DID come for him, correct?”

“Yes my queen,” the scout nodded. “There were four of them.”

“So his little friends took him in without question… just like he said they would.” Chrysalis smiled, “Well it will be their concern for him that shall be his undoing. The three infiltrators I had placed in his chest were some of our best. It will only be a matter of time before they destroy him and return with the location of his comrades.”

“Yes my queen.” The scout agreed. “Soon we have all the information we need to bring the monster from under Celestia’s thrall.”

“Yes young one…” Chrysalis said rising to her hooves. “With the combined information of his partners I will find Grimlock’s weaknesses and bring him to his knees!”

Laughter filled the chasm as the young scout backed away from her queen and positioned herself behind the sentinel. Chrysalis’s insectoid wings buzzed furiously as her hooves slowly rose off the ground, still laughing like a mad mare.

“And once under my control Equestria will finally be mine!” she cackled, throwing her forelegs over her head.

“Um… my queen?” the sentinel suddenly said, interrupting his ruler’s maniacal laughter. “What if your plan… well… doesn’t work?”

“What was that?” Chrysalis asked, her mood changing completely within an instant. “Are you questioning me?”

“No my queen!” He replied, quickly throwing his forelegs in the air. “It’s just those creatures like him… they may have the ability to see through such a ruse.”

“We are Changelings Sentinel 34.” Chrysalis boasted, “No creature of this world can see through our disguise unless we so choose them to.”

“That is true my queen.” The sentinel continued, “But they are not of this world.”

“And that could stand to reason that they may have a way of seeing through our disguise.” The scout added. “The chance is minimal, but it’s still there.”

“Your concerns are unsubstantial.” Chrysalis replied landing and walking towards her two doubters. “I assure you that the infiltrators cannot be detected.”

“As you decree my queen.” The sentinel bowed, “Our concerns must have been misguided.”

“Of course they are.” Chrysalis said patting him on the head, “now leave me, there are other, more important, matters I need to-“

A loud rumble interrupted Chrysalis, causing her to turn to its direction on the opposite side of the chasm. The three silently stared in the direction of the rumbling until it happened again, only that time it sounded much closer.

“What… was that?” the scout asked nervously, poking her head from behind the sentinel.

“Is the entity acting up again?” the sentinel asked looking to Chrysalis for an answer as another, louder rumble filled the chasm.

“That thing hasn’t so much as moved since we released that Swindle character.” Chrysalis said, staring off in the direction of the rumbling. “Whatever it is it must be-“

A thunderous boom shook the chasm even to the point where loose stones on the floor. Before any of them could react a far more violent tremor shook through the entire underground, causing both stalagmites and stalactites to crumble under the shock wave. Within seconds of that the opposite exploded in a wave of dust and rubble and if not for Chrysalis throwing up a shield at the last moment she and her partners would’ve been stains on the chasm’s floor.

“What in all of Equestria was that?” she roared, eyes full of fury as she cast her deathly gaze at the newest opening in the cave, “I swear to whoever destroyed my throne room your death will be-“

The figure that came into view on the opposite side of the hole left her speechless. It looked an awful lot like Swindle, but when it stepped through the hole she knew that it wasn’t him. The being opposite of her was much bulkier that her former captive and sported two very large pillar like structures on his back.

“Knock, knock…” Brawl said, aiming his thermo-rockets directly at the trio.

Without a second thought Brawl unleashed hell towards them. The rockets blasted a path towards Chrysalis and her peers, but Chrysalis’s magic was more than a match for them. Instead of hitting their intended target they were thrown right back at Brawl. The following explosion blew Brawl back through the entryway.

“Such a pathetic display…” She said smiling to herself as she turned to her attention back to her onlookers, “That is why you shouldn’t-“

An explosion cut straight through her statement, sending her careening across the chasm. The sentinel and scout barely avoided their queen only by throwing themselves in either direction of her path. Seconds after she was down Brawl stepped through the entry yet again, seemingly unaffected by the redirected missiles.

“Really?” he asked, wiping dust off his shoulder, “I’ve had Ion Pistols hit me harder than that…”

“Brawl focus.” A commanding voice said from behind him, “We’ve got a schedule to keep here.”

“Sorry Onslaught,” he replied with a chuckle, “Just havin’ some fun at the expanse of a few organics.”

“Who dares trespass in my realm?!” Chrysalis roared, rising to her hooves, “Do you even KNOW who I am?!”

“I’m guessing you’re the boss…” Onslaught growled, taking a step towards her, “You’ll pay for what you did to Swindle.”

“Swindle?” Chrysalis asked, before remembering her former guest. “Ah yes… Swindle, do you happen to be those ‘friends’ he spoke so highly of?”

Onslaught said nothing, only raising his Neuron Rifle to silence the beast that tortured one of his closest allies. Without a second thought Onslaught unleased the contents of his weapon in the queen’s direction.

The queen anticipated the action however, throwing up yet another shield she and her allies watched as round after round were defected. After a few seconds the only thing coming from Onslaught’s barrel was smoke, but before he could reload he felt himself being lifted into the air.

“Are all members of your race really this stupid?” she asked, throwing him into Brawl before either could react. “I have destroyed entire civilizations by myself, what makes the two of you think you can stop me?”

“Because they’re NOT alone!” a hauntingly familiar voice roared as another wall in her chambers came crashing down.

“Glad to see you return to my humble abode…” Chrysalis said with a smile turning the direction of the voice. “Swindle…”

“Couldn’t stand the thought of leaving without saying goodbye.” He growled, clinching his fist, “but this time I brought company…”

At that moment a helicopter and jet flew through the new opening, transforming into massive robots before slamming into the ground, leaving craters in their wake. The three Decepticons drew their weapons on the queen, ready to deliver their sweet vengeance. But as they would soon find out, it was far easier said than done.

Chrysalis proved to be far more agile than any of them anticipated, even to the point of evading their most well aimed shots. Her magic proved to be very effective against their weapons and the rubble that was recently created proved to be more than valuable to her when it came to projectiles. It wasn’t that she could really harm them with her attacks, but they did provide a decent enough distraction for the sentinel and the scout to retreat away from the conflict via the way they came.

The fight between Chrysalis and the three raged on, neither side really gaining the upper hand, until Onslaught and Brawl brought themselves back into the fray. Now outnumbered five to one Chrysalis began to kick into overdrive. Throwing nearly every offensive spell she could manage at them the five began to see why she was the queen. Boulders flew though the chasm with abandon, several even hitting their mark and nearly extinguishing the spark of one or two of her foes.

Despite her success in holding the Decepticons off there is always a moment when one’s guard is dropped. At that crucial moment Brawl fired one of his missiles. Seeing it heading her way an instant before it slammed into her she did her best to dodge the attack. The missile missed its mark, but the shrapnel from the following explosion hit her solidly, damaging both her wings and entire left side of her body. The queen slammed into the chasm floor, a trail of luminescent blood trailing behind her.

“Good shot Brawl.” Onslaught said patting him on the back.

“All in a day’s work, boss.” Brawl said confidently, “She put up a better fight than most. I was actually starting to get impressed.”

“Don’t think this is over yet Brawl.” He replied, looking over to another one of his comrades. “One of us still needs to settle the score.”

Swindle nodded with a large grin and approached the body of his former capture, the only signs of life being her shallow breathing. Taking the sight in for a few seconds he reminisced over the days he spent picturing this moment. Her barely alive, him standing over her just before he picked her up then slowly, painfully removing that vile head from her neck.

“You gonna kill her or what?” Brawl asked, “’cause if you’re not, I got dibs.”

“Calm down Brawl, I know what I’m doing…” Swindle said kneeling next to the body. “Never imagined you’d be in this position did you queeny?” he laughed condescendingly.

Chrysalis looked back up to him with resentment in her eyes, as if to say several choice words, but for some reason she remained quiet.

“There’s a saying on the planet we arrived on.” Swindle continued, picking up the motionless queen. “It goes… ‘karma’s a bitch’…” he said placing his thumb and index finger around her neck. “And so are you.”

Seconds later, Swindle began to pull at the base of the queen’s neck very slowly. But instead of begging for mercy or crying in pain Chrysalis did something none of them expected, she began to laugh.

“Y-you think I’m done?” she stuttered through a bloody smile. “I… I haven’t even started…”

At that moment, Chrysalis’s horn began to glow. Before Swindle could react a bright flash of light engulfed his hand and soon after, indescribable pain. Reaching for his hand Swindle cried in agony before dropping to his knees. The other Combaticons rushed to his side to see what she had done to him, what they saw made even hardened warriors like them cringe a little at the sight.
Swindle’s hand was mangled beyond any recognizable form. There were even parts that appeared to be melting. However Swindle’s pain soon to a back seat to the sudden burst of psychotic laughter that filled the chasm, another bright flash of light appeared, this time away from the group. It was Chrysalis, still wounded, but more alive than she appeared to be a few seconds ago.

“Do you even have the slightest inkling of who I am?” she asked, blood oozing through her teeth. “I AM the queen of the changelings, I AM THE SWARM!”

“You’re a bug!” Swindle roared back, rising to his feet. “And all insects get stepped on!”

“I can hardly see how you think you can beat me…” she said as her horn began to glow yet again. The earth beneath them began to tremble before violently shaking to the point that even they had trouble standing. Soon after the wall that once stood behind Chrysalis turned into dust, revealing thousands, if not tens of thousands of smaller versions of herself, all squirming and buzzing around her. “I have an ARMY!”

“Very well…” Onslaught said before looking to Swindle, with a quick nod his answer was given and Onslaught turned back to face the overwhelming numbers of their foe. “Combaticons… TRANSFORM!”

At that moment all five Decepticons jumped into the air, taking the shape of something Chrysalis couldn’t exactly make out. The first to land were Brawl and Swindle, taking the shape of what appeared to be legs. Onslaught was next placing himself atop to other two. Finally came Vortex and Blast Off, slamming themselves into Onslaught’s sides they soon to the unmistakable form of arms. Once all the pieces were in place, a massive head rose from the core of the giant, the purple glow pulsing from its eyes made one thing very clear, Bruticus was now online.

“I have me…” the titan said, activating his rotor shield.

Chrysalis was awestruck for a second. Thanks to her interrogation of Swindle she knew that this could happen, but the sheer size was something she hadn’t anticipated, never in her long life had she encountered such a giant. Her awe had soon faded when the monster before her began walking towards her and her army, each step making it feel like the cave system was about to collapse. With a primal cry Chrysalis and her changelings charged headlong into the titan before them, every second the two forces getting closer until finally.

Waves of changelings fell on Bruticus, but they were no match to the sheer size and overwhelming strength that had made him one of the most feared beings in the galaxy. Every ounce of savagery the changeling army could muster against their foe was thrown back on them tenfold. Every volley of their magic was either absorbed by or deflected by Bruticus’s roto-shield and those foolish enough to get close were turned into mist under his crushing weight.

“Is this all you got?” Bruticus roared, igniting his flamethrower, turning dozens of his attackers into ash. “I thought this was gonna be a fight!”

“You think this is all we can muster?” Chrysalis roared back as yet another wave of changelings pour through the opening. “We are FAR from finished!”

The battle between the two forces continued, Chrysalis sending wave after wave while Bruticus punished their every attempt to take him down. Time pressed on and though Bruticus proved to be more than a match for Chrysalis’s forces, it was obvious that he was starting to get overwhelmed. The sheer numbers and vast amounts of energon flowing from the bodies of the fallen were starting to take its toll on all of his systems. Chrysalis saw that Bruticus was starting to falter and patiently waited for her time to strike. The moment came not long after, when Bruticus slammed his fist into a charging group of changelings, leaving his back exposed and vulnerable.

Not letting the opportunity get by her Chrysalis fired the most powerful spell she knew right into the only weak point provided. Bruticus bellowed in pain as the attack caused his body to spasm before he fell to his knees. Seeing that their foe was down, the surviving changelings began to fire volleys of their own magic at him. Unable to raise his Roto-shield in time, Bruticus took the full punishment of the remaining swarm.

The bombardment continued until Bruticus was barely able to lift his arm to protect his face and if it weren’t for Chrysalis calling off her horde it may have been the end of him. Chrysalis limped confidently towards Bruticus, smiling at the sight of her biggest victim to date.

“I told you that you were a fool…” she said smugly looking him up and down. “I guess you would do as the backbone of my plans… considering three fourths of my swarm is now dead.”

“You… haven’t beaten me yet…” Bruticus replied, struggling to keep his head up.

“Oh really?” Chrysalis said almost laughing, “What exactly is it that will save you from me?”

“This…” Bruticus growled before using every last ounce of energy he could muster to rise to his feet.

The changelings, including Chrysalis began to fire at him once more, but it was already too late. Clenching his fist together Bruticus slammed his hands into the ground mercilessly, ending the lives of dozens of changelings instantly, but they were the lucky ones. The resulting shockwave ripped through the underground, forcing titanic stalactites to fall onto the gathered forces of Chrysalis. Soon after the ceiling itself began to crack at under the power of Bruticus’s fist. Time seemed to stand still for that moment, but when the light of day began to shine through the celing everyone inside knew it was too late. Seconds later, over one thousand tons of rubble and sand came crashing down on all those inside, finally after what seemed like hours of constant fighting and noise, there was only silence.

Hours later the moon was rising over the desert, exposing a freshly made sink hole. The overwhelming silence in the area was soon drowned out by the sound of twin thrusters cutting through the air, closely followed by the sound of tank tracks. Transforming into his robot form, Starscream landed at the sinkholes edge, staring intently down into the pit.

“Are you sure this is where the fools ran off to…” he hissed looking back to his slower counterpart. “This place has such a high concentration of energon it could mask any Cybertronian signature.”

“This is the only place they would have gone.” Shockwave replied, reverting back to his robot form. “There is no other logical conclusion.”

“And how so?” Starscream asked trying to be more condescending than usual.

“While operating on Swindle I saw that he was far more damaged than I had previously thought.” Shockwave replied, not falling for his counterpart’s attempts to upset him. “I was forced to make the only logical choice. I had to download his consciousness into my own systems.”

“How is that even possible?” Starscream gasped. “You can’t just-“

“You are NOT me…” Shockwave interrupted, looking into the crater. “While his conscious was inside my head I was able to decipher a code which ended up being the coordinates for this location… and something far more interesting.”

“What was that other thing?”

“An overwhelming need for revenge…” Shockwave replied. “It was only logical for me to assume that he would enlist the other Combaticons to fulfill his desires.”

“Well his little desires may have just cost us everything!” Starscream roared, throwing his fists into the air. “If I ever get my hands on that little-“

“And in that lies the problem.” Shockwave interrupted yet again.

“Excuse me?” Starscream asked. “What is that supposed to mean?”

“Emotion is the downfall of all sentient life.” Shockwave explained, bringing up his holopad. “We let our emotions get in the way of logic and reason, carelessly throwing our lives away for our feelings. Where if we were to not have emotions and only listened to logic, the galaxy would finally have the order it so desperately needs.”

“Well I guess it’s nice to dream.” Starscream said rolling his optics, “But that still doesn’t discount the fact that our biggest asset is dead.”

“I beg to differ.” Shockwave said pointing into the pit.

Initially Starscream didn’t see anything, but when five large figures rose from their premature grave nearly simultaneously his jaw dropped. The Combaticons had survived. Without a second to spare Starscream flew into the pit to give them a tongue lashing he believed they would never forget. But just as soon as he landed he noticed that each of them was holding vast amounts of something in their arms.

“What in Primus’s name do you have?” he asked trying to get a better look in the darkness.

“Our way of getting out of here.” Onslaught replied without hesitation, turning around to show his arms full of dead and dying changelings.

“We’ve got more than enough here for our energon experiments.” Vortex added, “Place was just crawling with them.”
The other Combaticons let out a small chuckle, but were silenced quickly after they heard the sound of another robot landing into the crater. The Combaticons turned around to see Shockwave, slowly but steadily marching his way towards them. though it was impossible to tell what was going through his mind at the time, it was obvious that he had something to say to them. Shockwave finally stopped directly in front of Onslaught and after a few seconds of nerve racking silence, he finally said something.

“Just how foolish are you?” he asked, pointing into his chest. “There is no logic in pointless revenge.”

“We were making things right.” Onslaught said taking a defencive stance. “You never would’ve done something like that for your allies.”

“On the contrary.” Shockwave replied bringing up his holopad once more, to show a mixed awray of numbers and statistics. “I had already devised a plan to take this location for our own and move our base of opporations here. In any case Swindle would have his revenge and we would have a newer, bigger lab.”

“Was there any risk of failure?” Starscream asked, throwing his two cents into the matter.

“I never fail.” Shockwave replied coldly. “It was because of your enslavement to your emotions that we lost this valuable asset, now instead of moving a small volume of energon to this location, we must now haul vast amounts of it across varied terrain, most of it hostile.”

“Sorry boss.” Onslaught replied, holding up one of the few living changelings. “We just wanted to kill these little bastards.”

“Oh we will…” Shockwave said examining the clearly terrified specimen. “But we must make our way to the north first, gather all the bodies you can, there are some experiments I must conduct before we begin harvesting their energon.”

And without so much as a word the Decepticons left, carrying as many changelings as they could muster. Several minutes after they had gone a small head popped out of the sand. It’s eyes constantly darting around, searching for something among the dead and dying. Nearly a minute passed before another head popped out of the sand not far from it, sighing in relief it called out to the other survivor.

“You okay?” he asked, digging himself out of the sand.

“I’m alive…” she replied, mimicking his gesture. “If that means anything…”

“You see anyone else Scout 391?” he asked poking at a motionless body. “There has to be others…”

“Take another good look around Sentinel 34.” She replied, pointing to the carnage, “We’re lucky we can still breath.”
It was clear that and argument between the two was about to erupt, but before they could come to blows, or words for that matter, another plié of sand began to shift not far from where they were standing. The two rushed to the pile, frantically digging away in hopes they would find yet another survivor. What they found took their breath away.

Chrysalis, their queen, was still alive but just barely. The combination of her fight alone and the collapse of the chasm had taken its toll on her. The entire left half of her body was slashed open, her wings were shattered beyond recognition and her horn looked like a breeze were to blow it would fall off, but somehow she was still breathing.

“My queen!” the two said in unison before digging her out completely, “How are you-“

They were cut off but a sudden burst of laughter coming from their ruler’s lips. She continued to cackle until she could no longer breathe but with every presious gulp of air her laughing continued, making it very unsettling for her saviours.

“Um… my queen?” the scout said gently touching her shoulder. “Why are you laughing?”

“It isn’t every day you lose almost all of your entire species young one…” she said between breaths, “But that’s not really that important anymore.”

“How can-I mean… would you care to explain, my queen?” The sentinel asked, catching himself before there were only two survivors left.

“This may be our biggest setback to date sentinel 34.” Chrysalis said weakly patting him on the head. “But it is still just a setback… Our plans are still in motion.”

“They are?” the scout asked.

“Of course young one…” Chrysalis replied with a smile. “We have infiltrators still all over Equestria, if anything we’ll have to compromise…”

“Compromise?” the two asked.

“Absolutely…” Chrysalis said as her smile became unnaturally large. “I just have to make a few minor adjustments…”

“You do?” the sentinel asked. “What exactly are you planning?”

“Isn’t it obvious Sentinel 34?” Chrysalis asked with a laugh as her eyes began to glow. “Momma’s going on a little dating spree…”

Author's Notes:

It's been over a month and I've finally updated... I just hope it was worth the wait... (Life always gets in the way of writing...) anyway here we go...

Chrysalis likes to monologue... okay...
Holy mother of Jesus she just killed a guy!
I seriously think she might be slightly insane at this point... maybe extreme bipolar disorder...
That's what happens when you kill the messenger... wait no don't kill the other one either!
Saved by yet another messenger!
Obvious boasting is obvious... it would be a shame if someone... broke in...
Holy sweet blessed baby! Someone broke in!
Combaticons vs Chrysalis Round one FIGHT!
Kill her Swindle KILL HER NOW!
Chrysalis- I have an ARMY!
Bruticus- I have me...
Destruction! Destruction everywhere!
Chrysalis with the cheap shot... and Bruticus with the double fisted end all.
Ashes to ashes we all get crushed.
Shockwave and Starscream... the Decepticons' very own odd couple.
Shockwave really doesn't care for emotion... at all.
They're alive! And they've got those little energon filled buggers!
Hey those changelings from the beginning survived! And so did... CHRYSALIS?!
Oh God... date night in Equestria is about to get a tad bit more interesting...
The usual questions people, I want feedback and I want to know what I did wrong, this project is still alive, but time between updates are probably going to be very long, please bare with me in that respect.
Next Chapter: Return to Ponyville

Return to Ponyville

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Not much time had passed since Grimlock’s return, but word of his exploits had reached the ears of the ponies. However, they didn’t know of the graphic nature of his triumph, only that he defeated Sombra. They waited for him to arrive at the station with banners welcoming him, and the rest of the elements of harmony back to Ponyville. Nearly everypony was there, except for a certain pink mare, she hadn’t left Fluttershy’s house since their early return to town. Though the townsfolk were worried about her condition, Fluttershy reassured them that she was merely going through a phase and would be back to normal within a few days.

Her words didn’t really matter at the moment though, because just beyond the horizon two abstract silhouettes appeared. As the two became closer they started to take a distinct shape, one in the form of a train and the other was something much different. It was larger and making more movements compared to the train to its right, that could only have meant one thing, Grimlock.

The crowd began to cheer and wave their respective banners upon that realization. Only Fluttershy remained silent, more eager to see her friends than the beast that couldn’t even bother to say he was sorry to one of her closest friends. Within minutes the train and Grimlock were at the station, the sound of their arrival drowned out by the cacophony of cheering and hooves stomping on the ground.

The train screeched to a halt, opening its doors only when it came to a complete stop. The doors opened, releasing four ponies, but the crowd rushed pass them, far more interested in the being that couldn’t even fit in the train. They watched intently as the giant slowed his body down to a walk before stopping just beyond the train. In silent awe they stared while the sun’s rays made his metallic body shine like the brightest gems. After what seemed like an eternity to the crowd he looked in their direction, causing a wave of cheering to wash across them.

Grimlock growled in discontent at the sight of the banners. He had had his fill of ‘adoring’ fans for several lifetimes back in the massive energon fields the inhabitants of this world called The Crystal Empire. At least this time they were in much smaller numbers and far easier to ignore in that aspect. He turned to the town and saw that in his absence they had continued building. That made him happy, it meant that he would be done with his work sooner then he thought and he would be on his way to kill Shockwave soon enough. The only downside was the fact that since he was a glorified hero they would be keeping an eye on him even more, not out of distrust as they had before, but out of admiration.

He thought on that word for a moment. Admiration, he had never received it while in the ranks of the Decepticons or the Autobots. In the Decepticons he was an unwitting war machine for Megatron’s bidding and in the Autobots he was a headstrong warrior that often bordered on treason. But on this planet, among the ponies, he was revered after finishing one enemy. He wondered what would happen if he managed to destroy all of their foes, but shuttered at the thought of acquiring so much attention.

Venting some excess carbon Dioxide he took a step towards the town and his adoring fans. Their cheers became louder as he approached, but after a few thundering strides he was past them without them so much a second thought. Thinking the worst part was over he headed straight for the work, but much to his dismay the sound of dozens of hooves clacking against the earth followed him. He gave a quick glance behind him and growled in frustration, the crowd had followed him and they were sticking to him like a high-grade thermite grenade. Sighing to himself he continued onward, knowing that soon enough he would be free from those puny creatures.

Back at the station, the four ponies that had stepped off the train stood in a semicircle around the only one who greeted them. After the formalities of greeting were out of the way, Rainbow asked the obvious question on the groups’ minds.

“Where’s Pinkie?” she asked looking around, “I thought out of everypony she’d be the first one here, I’d even expect a red carpet welcome from her.”

Fluttershy and Twilight winced at the question, being the only two knowing the exact reason for their friend’s absence. Several moments of silence fell on the five, with Rainbow growing more suspicious of Fluttershy as time went on.

“Well?” she asked tapping her hoof, “where is she?”

“Oh, um, well…” Fluttershy began looking on in the distance, “Pinkie’s not here because-“

“I’m sure she’s just not feeling well,” Twilight interrupted, taking the attention off of her meek coconspirator, “Right Fluttershy?”

“Oh yes…” Fluttershy replied quickly, thankful for Twilight’s quick thinking, “Pinkie’s been feeling under the weather since we headed for the Crystal Empire. We came home early so she could get some much needed rest.”

A small bead of sweat trickled down the side of Fluttershy’s face as her friends looked to her with suspicion. It was almost enough to make her crack, but she had made a ‘Pinkie Promise’ to Twilight, Luna and Pinkie herself not to divulge the specifics of Pinkie’s current state. Taking a large gulp of air Fluttershy readied herself for an interrogation the likes of which she feared to imagine. However much to her relief; and Twilight’s for that matter the remaining three just looked to one another before taking a collective breath.

“Very well then Fluttershy,” Rarity said sweeping her mane to the side, “I’m sure in reality that all of us could use some rest and relaxation after everything that happened over the past few days as it is.”

A blue hue surrounded her horn as the same aura enveloped her friends and brought them close to her sides. “I think it’s time for a trip to the Spa!”

“The Spa ain’t been rebuilt yet Rarity…” Applejack said, cocking her eyebrow.

“Wha-what?”

“Take a look fer yerself,” Applejack pointed to where the Spa once stood. A large pile of wood towered next to a pair of faces all too familiar to the fashionista.

Rarity’s jaw nearly unhinged as water began to pool in her eyes. “Of all the things that could happen…” she said, biting her hoof, “this is the worst! Possible! THING!”

Spinning around at a speed that left even Rainbow impressed she grabbed Fluttershy and started to shake her frantically. “You MUST get Grimlock to rebuild the Spa at once! I can’t live for very long like this!”

“Calm down Rarity!” Rainbow yelled, pulling the unicorn off the now shell shocked pegasus, “There are worse things than not being babied for a few hours, I mean, we almost died in the Crystal Empire.”

“About that,” Twilight interjected, becoming the focal point of everypony’s attention once more, “King Sombra was living inside you, feeding off your fear and hatred.”

“Yeah, what of it?” Rainbow asked, shrugging it off nonchalantly.

“Rainbow,” Twilight began with a heavy sigh as the rest of her friends stood to her side, “You had one of the most vile ponies to ever live inside you for I don’t even want to know how long. I just want to make sure that you’re alright.”

“I’m fine,” Rainbow said, passively waving her hoof, “you guys don’t need to worry about me. I’m awesome remember?”

“Yeah we remember,” Applejack said stepping into the conversation, “but I can tell when a pony’s lyin’ so why don’t ya just-“

“I don’t need to hear anymore of this,” Rainbow huffed, interrupting her closest friend as she parted the group. “I need to see how Tank’s doing.”

Before any of her friends could stop her Rainbow was off in a bust of vibrant light. Leaving the others to cough up the dust she had kicked up. Applejack waved off as much of the could as she could with her hat before firmly placing it back on her head, staring in the direction Rainbow flew off in with murderous intent.

“That good fer nothin’…” she growled, almost marching off in the direction, “I’ll make her talk if it’s-“

A single purple hoof rested gently on Applejack’s shoulder, effectively halting her militaristic advance towards Rainbow. Twilight sighed, walking next to her side and staring off into the sky herself.

“When she’s ready,” Twilight said turning her attention to AJ, “When she’s ready.”

Back in the center of town Grimlock was doing his best not to rip everything he had worked so hard on apart. The ponies had become far more of a nusence as time went on, running between his legs, flying around in circles, a gray one actually ran into his visor before offering him what the humans called a muffin. He tried to look beyond it, but with every passing second he was getting angrier and angrier. He needed a scapegoat, something that would get all those damned ponies away from him before he did something stupid and broke his promise to Celestia.

Grimlock stopped in his tracks, nearly stepping on an ‘adoring’ fan, at the thought of the white alicorn. There weren’t many individuals Grimlock respected solely on their character alone; he normally judged them by physical strength. Celestia, and to a lesser extent her sister, were a different case. They both showed him in the Crystal Empire that even though they were clearly outmatched by their foe that they wouldn’t just lie down and die, a trait that Grimlock respected in the humans he once protected.

There was also another reason, though he wouldn’t admit it, Celestia had saved his life in the Empire. There was only one other being in the entire universe that had saved him like that. Optimus. Not long after the massacre of Kalis, Grimlock confronted Megatron head on, turning his former comrades into slag as he did so. Megatron met the challenge without a second thought, but after days of continuous combat it was becoming clear that Grimlock was gaining the upper hand. If not for Soundwave igniting thermal charges along with several tons of solid energon Grimlock may have ended the war right there. Instead he was buried under tons of debris and life draining dark energy.

He would’ve died within a day if not for the Autobot patrol that was only miles away. One lead by the Prime himself, it was that day that Grimlock became an Autobot, the day that he-

“I told ya he was huge!” a small voice echoed in his head, derailing his train of thought and nearly causing him to fall onto one of the buildings he’d just rebuilt.

Fortunately for him, and the possible dozens of ponies that lay behind him, he managed to draw his sword and steady himself before he could cause any more destruction. After insuring that his Equal Librium calibrators were functioning properly once again he looked down to see to owner of the voice. More than ready to explode his visor flashed from blue to red several times before he noticed small ponies standing at his feet.

Granted all ponies were small, especially compared to him, but these three were even smaller, less than half the size of the adults that were running around. One was yellow with no interesting features other than a large bow and an accent like that cowboy horse, one was white and sported a tiny horn like the demanding pony, and the last was orange with a rather pathetic set of what was supposed to be wings on her back. Offspring? He thought to himself before he was sent reeling inside his mind –great… now they can breed-

“He’s even got a cool sword!” the orange one said in excitement, flapping her wings as fast as she could in an attempt to stay in the air. “I told you girls he was awesome!”

“He’s a lot bigger than my sister described,” the yellow one said, showing the sense to back away, “are ya sure this is alright Scootaloo?”

“Of course it is,” Scootaloo said proudly standing in front of the other two, “He hangs with Rainbow Dash, that means he’s a good guy!”

“Then why did out sisters tell us to give him a wide birth?” the white one asked, uneasily looking to Grimlock’s pulsing visor, “Rarity said he was dangerous.”

“How so?”

“Well he did kinda destroyed half the town,” the yellow one said pointing to everything around them, “and from what Applejack said, he wasn’t even tryin’ ta hurt no pony.”

“Oh come on, Apple Bloom!” Scootaloo sighed, dragging her hoof down her face, “if he didn’t try to hurt anypony then what makes you think he will now?”

“I’m with Apple Bloom on this one…” the white one said backing away even further, “I think we should just leave him to his work.”

Grimlock smiled inwardly to himself. Finally some sense being spoken, he almost had half a mind to commend the small white pony, but that would mean that he’d have to admit that it was right. So instead Grimlock turned around and began to work once again, hoping that the three small ones would get the hint.

“Aw not you too Sweetie Belle!” Scootaloo cried, “I thought you guys wanted to get your cutie marks in giant metal monster cleaning.”

Grimlock slowly turned around to face the little ones again, only this time adding malice in his posture. Like hell he was going to let those things touch his chassis, he could barely keep his temper with them just being around them. The two smart ones in Grimlock’s opinion backed off even further, but the one he assumed was ‘Scootaloo’ kept her ground, granted she had her back turned towards him, but she was still steadfast nonetheless.

“What if it’s the one thing we were destined to become? What if the will be our only…” her words trailed off when she saw a titanic shadow start to loom over her. Looking up she saw the sunlight gleaming off of Grimlock’s body as small lights flashed red in the shadow of the colossus, contracting perfectly with the blue visor that sat in the center of his head. “Chance…” Scootaloo finished, finally backing away herself.

“Little pony not touch Grimlock,” he growled, standing upright, only adding to his intimidation factor.

“S-sorry Mr. Grimlock… sir,” Scootaloo stuttered, still standing in front of the other two, “we just haven’t really found our special talent yet, and we’ve tried everything we could think of. We thought that-“

“Me not need your sad story,” Grimlock interrupted, “need to work now, so leave me alone, job be done faster then.”

“Sorry for bothering you Mr. Grimlock,” the three fillies said in unison, lowering their heads in failure, “I guess we got our hopes up when we head you coming back.”

Grimlock ignored them, just as he had his adoring fans now regrouping at his feet. He sighed yet again, just a day or two more of dealing with these insufferable fleshlings and he’d be off to kill Shockwave. The thought continued to repeat itself in his mind, it had to, lest he lost his temper and finally released a portion of his rage on one of the many ponies desperately trying to gain his attention.

“Come on girls,” Scootaloo sighed defeated, “I guess we could find another way to get our cutie marks on the edge of the Everfree Forest.”

Those last two words stopped Grimlock in his tracks. If there was anywhere he wanted to go, it would be the forest. It had the only place he could begin tracking his foe once again. The energon blast in the Crystal Empire whipped clean any trace signals that he could have picked up on, he knew, he checked. The only other place he could start again was the forest on the edge of town, and now the three annoying little horses just gave him a golden ticket to go there. That and it would be a much-needed break from the multitude of mindless fan-ponies trying to get his attention.

“Little ponies,” he began turning to face them once again, trying his best not to sound angry or intimidating, “Grimlock love to help with stupid problem.”

“You WILL?!” the three squeaked simultaneously before latching themselves to his foot, “Oh thank you! Thank you! Thank you!”

“Don’t mention it,” Grimlock growled, gingerly trying to kick the three off of him, “now where we go?”

“Just follow us Grimlock!” Scootaloo halfway cheered, “Because with you by our side, we can go anywhere we want!”

*~*~*~*~*~*~*~*~*~*~*~*~*~*~*

Thousands of miles away, in the frozen wastes of the north, Shockwave stood over a table, looking over readings that he had taken while conducting his experiments on the specimen before him. It was a changeling, withered and beaten from the hours of torture it had to endure, but still alive. Shockwave was actually impressed by the little one’s ability to stay alive, let alone conscious. The previous ‘experiments’ he’d conducted with this species proved to be insufficient data because they were still in their pods when they had their energon extracted.

Another jolt of energy surged through the changeling, making him wail in agony as Shockwave continued to take notes. The second the current stopped the changeling swayed from side to side, his will finally seeming to break. However before he fell to his side Shockwave’s hand braced the small creature, almost in a caring manner before sending another wave of electricity through his body.

“You need to remain conscious for these tests,” he said coldly analizing the data on his holopad, “if not, then the tests I have conducted already shall become null and we would have to start the process once again.”

Shockwave finally released the changeling from his grasp, causing the poor creature to finally fall over. Dead from the hours of experimenting Shockwave had conducted. Shockwave looked to the lifeless corpse for a few moments before brushing his body over to a small pile of dead changelings and grabbing another.

“The specimen before lasted approximately three hours, forty eight minutes, and fifty two seconds, five point three percent longer than the previous specimen meaning that on average your species lasts sixty seven point three percent longer than the other sentient species tested,” he said coldly, placing the terrified changeling in the extraction cube, “in this aspect your kind yields thirty eight percent more energon during the extraction process, I no longer have need for experiments, now we harvest.”

The changeling tried to flap her wings in a desperate bid to escape, but Shockwave had already predicted such an action would take place. Which was why several hours ago he removed the wings form all their living specimens, meaning around seven hundred changelings were now without flight. Shockwave, though officially done with his experiments began to take notes once more. This time on the changeling’s instincts, she knew damn well that she wouldn’t be able to fly, but for the sake of her own survival she tried anyway. It never ceased to amaze him when a creature became so desperate. Even when cold, hard, and absolute logic dictated the outcome of events; there was always that instinct that seemed to shine through. If he had the capacity he actually may have pitied her, but Shockwave no longer had the need for such useless endeavors.

Flipping the switch and without a second thought, he watched silently as the changeling thrashed and cried in agony, slowly but surely, filling the cube with precious, high grade liquid energon. The sound of metal clashing against stone brought Shockwave’s attention away from the extraction. Perhaps it was Brawl again, he’d been coming to check up on the experiments every now and then, as if he even had the slightest inkling of what Shockwave was doing as it was.

“Have you finally completed those ‘tests’ of yours?” a condescending voice said from behind him, leaving him with only one logical answer to who it really was.

“Indeed they are Starscream,” he replied, stepping to the side so Starscream could look at the changeling’s final death throws, “Soon we should have enough energon to begin the construction of a drill.”

“Yes we’ll finally be off this planet,” Starscream nodded, placing his hands on his hips, “Megatron will be pleased to hear how I lead the-wait, did you say drill?”

“I didn’t stutter,” Shockwave replied, turning back to the extraction cube to remove the now drained corpse, “if we are to leave this planet we must first go deeper into the core itself.”

“And why would we do that?”

Shockwave grabbed a handful of desperate changelings, who screeched in terror at the sight of the pile of bodies that had once been their comrades. “My experiments indicate the this species was originally a subterranean life form, added with the fact that they produce over a third more energon than the surface species, there is one logical conclusion,” Shockwave then dumped the batch of terrified creatures into the extraction cube, watching them flail in fear before flipping the switch. “The deeper we go, the more energon sources we will find, as well as a grater chance of finding the Titan Sphere itself.”

Starscream froze at the mention of the accursed artifact that landed him here in the first place. Surely if he were the one to retrieve the Sphere every Decepticon would finally see him as the rightful leader instead of Megatron. The thought of him finally leading unopposed was certainly enough for him to allow Shockwave this one shot at making him look glorious.

“Very well Shockwave,” Starscream beamed, trying to look as commanding as possible, “I’ll allow you to make your drill, so long as you me informed on your progress.”

“Of course Starscream,” Shockwave answered with a single nod as he watched Starscream exit the cavern, effectively leaving him to his own devices once more.

Shockwave waited until he no longer heard the metal clang of Starscream’s feet on the stone then he turned his attention to the extraction cube, now full of a twisted mix of liquid energon and changeling bodies. He removed the cube from its place on the table, taking it to a much darker part of the cavern. Looking behind himself once more Shockwave pressed a button he had cleverly hid from everyone’s sight.

The action lead to a small portion of the cavern wall retreating into an open space, revealing an entirely new room nearly stocked to the brim with the purest energon that any Cybertronian had ever seen. Despite the vast amounts of energon being stored there the real spectacle was the room’s centerpiece, a massive core drill, fully completed and ready for use. Shockwave walked to the drill, pouring the mix of energon and bodies into the drill’s fuel tank before placing his good hand on the drill itself.

“Soon…” he said sliding his hand up and down the drill, “soon.”

Author's Notes:

Holy shit I just updated this!
Thanks to all of you ever so patient souls, and I'm sorry it's so short, but I'll try to be quicker about it now that I'm thinking about it more.
Time for the reason you actually bother to read these damn notes of mine!
Hey they're back!
Yay Elements of-Oh hell the fuck yes, GRIMLOCK!
Grimlock would hate to know that he's one of the most popular characters in the entire Transformers franchise, (Hell I think the only ones who've got him beat are Optimus, and Megatron)
Girl talk leads to investigations, investigations lead to clever lies, and clever lies are bought.
Rarity, there are worse things... you could always break a nail.
Okay RD now we need to talk to you...
Oh that little bh, oh well I guess time will tell.
Grimlock working, ponies stop or Grimlock will kill you, and not feel sorry about it.
Grimlock's thinkin' 'bout a certain princess of the sun
Oh God... they can breed!
Picture if you will how it would turn out if Grimlock actually agreed to being cleaned by those three, how high would the body count get before they calmed him down?
Everfree? Did you say... Everfree?
Famous last words Scoots, famous last words.
Shockwave, you sick, sadistic bastard, but damn you're good at math.
Starscream and his plots to overthrow Megatron... silly Starscream...
Okay now that they're gon-wait, what is Shockwave doing?
What IS Shockwave doing?!
Next Chapter: Emergency in the Everfree Forest
Okay fans of this fix, I need your help, I want at least three fights in this next chapter between Grimlock and the rather large denizens of the Everfree Forest. I've already picked a Giant Timber Wolf as a contender, now I want the rest of you to choose the other two, just say a monster you think Grimlock should fight and the two that either have the most upvotes (or the two I like best just incase there's a troll or two reading this) will be fighters in the next chapter. I'll do my best not to make you wait so long next time, I promise.
Flanagan Out.

Emergency in the Everfree Forest

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The moon hung high over a small pony settlement on the edges of the badlands. Ponies that lived there were strong and hardy, they had to be if they wanted to survive. However there always came a time when hard work had and perseverance had to give way to rest and relaxation. And for one such resident of this seemingly quiet frontier town, rest and relaxation meant taking part in the more carnal pleasures of life.

“W-woah…” he gasped, flopping onto the bed. “t-that was, amazing.”

“You weren’t half bad yourself love,” his partner cooed, placing her hoof on his sweat-drenched chest, “ready for another round?”

“Already?” he asked popping his head up, “that’d be the fifth time tonight!”

“I can’t help it if I want you so badly,” the mare said, trying to pull him in closer, “come on, a few more times won’t kill you~.”

“Yeah, but my boss will if I don’t show up for work in the morning,” he replied pushing her away, “I need all the rest I can get after those last few rounds sweetheart, I hope you understand.”

“Unfortunately I do…” the mare said in a disappointed sigh, “Such a shame too, you were such a fertile male.”

“What are you talking about? Fertile-“

The stallion’s words fell short when he saw his lover’s eyes flash green before she was totally engulfed in green flame. Seconds later the flame subsided, leaving a smoldering green circle around where the mare once stood, only now in her place stood a tall black figure with a stringy green mane. Large green eyes stared directly at him, soon followed by a toothy smile.
The stallion tripped over himself, not believing what he was seeing. The insectoid creature took a step towards him, forcing him into a corner; with nowhere to run the stallion looked in terror to what was once a beautiful mare.

“Oh, what’s the matter baby?” Chrysalis asked, her grin growing ever larger as a small trail of saliva began to flow from her lips, “I just want another taste.”

Two ponies stood outside the room watching closely for signs of anything that could be perceived as a threat. The door behind them creaked slowly, causing them to jump in their skin. Chrysalis slowly emerged from the room, carefully wiping a reddish substance from her mouth.

“How was he?” Scout 391 asked, “He seemed-“

“A bit stringy,” Chrysalis interrupted, looking back to the room, “I wish ponies these days would stop worrying so much about their weight.”

The two sentries looked to one another uneasily as their queen slowly walked past them, knowing full well what she had done inside that room. Small plumes of green flame engulfed the two revealing their true nature. The pair of changelings took to either side of their queen, looking to her uneasily as she blankly stared out the window. After several eerily quiet moments Scout 391 looked over to her counterpart, signaling him to bring up what they had talked about while she was in the room with her unfortunate lover. Taking a deep breath he gingerly tapped the foreleg of his queen, knowing full well that it could be his last act.

“Yes Sentinel 34?” She asked, looking to him with annoyed eyes, “what would you like to ask me?”

“W-well my queen,” he stuttered, slightly cowering in place, “Scout 391 and I have been talking and-“

“Talking you say?” Chrysalis interrupted, her neutral expression replaced by a frown, “and here I thought I said the two of you should keep watch.”

Sentinel watched in silent terror as the look on Chrysalis’s face turned more murderous with each second. He knew he wouldn’t be able to run or fight back, so he did the one thing he could do; close his eyes tight and pray it would be over quickly. He braced for what he thought was going to be a killing blow, but instead he felt the soft touch of his queen’s hoof brush across the top of his head and down to under his chin. Warily opening his eyes he saw a warm, motherly expression on her face, almost as if she was patiently waiting for him to continue what he was saying. Deciding to take the gamble, Sentinel took in a deep gulp before moving forward.

“M-my queen,” he continued, uneasily resting his head on her hoof, “Scout 391 and I are the last of your former swarm, and because of that we were wondering if you would grant us permission to have actual names, We’ve-“

The hoof that once held Sentinel like an infant suddenly slammed across his face, sending him into the far wall with a seemingly bone shattering thud. Scout 391 tried to rush to his side, but was soon pinned by Chrysalis’s other hoof.

“You think you’re unique?” she hissed, pressing her hoof down harder on Scout’s neck, “you think that there was never another like you? I could produce hundreds upon thousands just like you if given the right conditions.”

Her eyes shifted over to the wounded sentinel who was helpless to fight his queen’s magic as it brought him before her. Once he was in front of her she slammed him to the ground, cracking the wooden floor as she did so. Soon after, she kicked the scout into his seemingly lifeless body, scoffing in disgust at the two of them.

“To think that only the two of you survived,” she spat out, slowly walking over to them as her horn began to glow, “I can hardly believe my misfortune.”

The two changelings weakly looked to one another before they braced for their doom. However the spell that they expected to be their end washed over them like soothing water. Within a matter of seconds their wounds had healed, the only evidence of their existence being the green blood that had poured from them. Just as soon as they felt the spell dissipate around them they were wrapped in their queen’s forelegs and showered in a wave of motherly kisses.

“I’m so sorry little ones,” she whispered, brushing her hoof across their foreheads, “I don’t know what came over me; of course you can have names of your choice.”

The two looked to one another hesitantly before returning their attention back to their queen. The motherly look hadn’t left her eyes, which oddly enough was even more unsettling then when she was looking at them with blind fury. With a quick nuzzle for each of them Chrysalis placed them on the floor gently, expecting them to continue what they were saying.

“Well, out with it,” she said laying down on her belly so she could be at eye contact with them, “What will your new names be?”

The two looked to one another again before questioningly staring back to their queen and continuing their spiel.

“Well my queen,” Sentinel 34 started, “I have been thinking that I should take the name Thorax.”

“And I Carapace,” Scout 391 added, “we believe those names to be-“

“Wonderful!” Chrysalis blurted out gleefully, before wrapping them up in a loving, be it crushing, embrace, “henceforth those shall be your names; I do quite like them, especially since they can be shortened into adorably cute pet names!”

“Uh… our thoughts exactly?” Scout 391 said questioningly as she cast a glance over towards Sentinel 34, who looked just as confused as she did.

“I’ll call you Thor and Carrie! And you can just call me Chrissy!” She beamed before giving them another quick squeeze and letting them go, “but now we have more pressing matters to attend to.”

Chrysalis suddenly lost her cheery, young hiveling persona, adopting a far colder, more militaristic one. With the look of one who had seen more horror than she ever should she looked into the small town, which was still in the first few stages of dying down for the night.

“There are still plenty of fertile stallions in this town,” she grinned, revealing her dripping wet fangs, “and I still have yet to have my fill tonight.”

*~*~*~*~*~*~*~*~*~*~*~*~*

Fourteen hours later…

“Come on Mr. Grimlock!” Three little fillies cheered in glee, “It’s right this way!”

“Grimlock knows where forest is,” he replied, letting out a deep sigh, the sooner they were done with their little adventure the better, and instead of looking like he was abandoning his duties it looked like he was being helpful, so Twilight and her insufferable friends wouldn’t be in his chassis about it.

“Ya know Mr. Grimlock,” Apple Bloom said, stopping to face him, “It’d be a lot faster if we actually rode ya.”

Grimlock froze mid-step, before placing his risen foot on back on the ground with far more force the usual. The resulting shockwave caused the three fillies to fall flat on their rumps, but before they were able to hop back to their hooves a giant shadow loomed over them, the only light being the slightly pulsing red glow from his visor.

“No one rides Grimlock…” he growled, pounding his fist as lightly as he could into the ground, even though the force was still enough to make them fly up a bit, “no one.”

“A-alright Mr. Grimlock,” Apple Bloom stuttered, crawling quickly back to her friends side, “I was just suggestin’.”

“No,” Grimlock replied quickly before rising back to his feet, “we go now, time short for us.”

“Alright fine,” Scootaloo sighed, dusting herself off, “pushy.”

It didn’t take long for the four of them to begin their little walk back to the forest, but with every tiny hoof that clopped against the ground Grimlock started to regret his decision. The three young ones were getting increasingly excited the closer they got to the forest spouting, about how they were going to get their ‘cutie marks’ or whatever they called it. It got so bad that they even started to sing and dance in a choreographed fashion. It’ll only be for a little while, he reminded himself as his hand found the back of his neck.

Fortunately for him a few quick strides were all it took before they stood at the forest’s edge. Grimlock expected them to rush inside with just as much, if not more, enthusiasm then they had on their way there, but instead they stood frozen as they stared into the darkness of the wood.

“We here now,” Grimlock said, halfway frustrated, “go in!”

“Uh… we aren’t too sure about that Mr. Grimlock,” Sweetie Belle answered backing away from the edge of the wood, “now that we’re here we really should ask our sisters to come along.”

“You kidding,” he huffed, letting his arms fall limp at his sides, “you kidding right?”

“Last time we went in there without a grown up something really bad almost happened,” Apple Bloom added, looking up to Grimlock, “we should-“

“Me older than all ponies combined, and stronger too,” he interrupted, “You be safe as long as Grimlock is close by, now go in so you find your pretty mark.”

“They’re called cutie marks,” Scootaloo corrected, “and besides Grimlock’s right girls, as long as we stay close ta him we’ll be fine.”

The other two looked to one another uneasily before giving one another a quick nod. With smiles on their faces the three formed a line, standing shoulder to shoulder and smiling with as much confidence they could muster they simultaneously took a step towards the imposing wood.

“CUTIE MARK CRUSADERS, EVERFREE FOREST EXPLORERS YAY!” they cried before charging headlong into the forest with Grimlock following close behind.

Back in the center of town the four ponies that remained sat at a table just outside the makeshift restaurant that Grimlock had built prior to their adventure in the Crystal Empire. They had already placed their orders and were now just waiting for their food to arrive. Applejack looked around in an attempt to find a subject to make the time go by faster, but Twilight beat her to the punch.

“The restaurant could really use some sprucing up,” she said looking to the pile of logs that used to be Ponyville’s finest eatery, “its not exactly five star anymore.”

“Well we could always get ol’ Grimlock ta make it look nice and fancy again,” Applejack suggested in a half mocking tone, “because me Grimlock best exterior designer.”

Applejack’s sorry imitation of their current giant garnered a small bit of laughter from her present friends, but not enough for them to forget what had happened just half an hour earlier.

“Rainbow isn’t back yet…” Rarity said with a hint of concern, “I really hope she’s alright.”

“She’ll be fine Rarity,” Applejack replied, looking off to where her closest friend had flown off to, “like Twi said, just give her time.”

The four of them fell silent once more as the waiter appeared from inside the building with a tray full of food in his hoof. With as much dignity as a stallion that had gust walked out of a giant pile of wood could he made his way to their table.

“Lunch is served,” he announced with a thick Prench accent before placing the tray on the table, “enjoy.”

The four thanked him and he was off to wait on the other patrons, leaving them to talk amongst themselves yet again.

“We should go to Sweet Apple Acres after lunch,” Applejack said before taking a bite out of her daisy and cucumber sandwich, “I’m sure Apple Bloom and the others would be pretty crossed when they find out how long I’ve been home.”

“I should probably do the same with my family,” Rarity added, “my mother gets worried if I don’t say anything for a while, and with that little incident in the Crystal Empire I’m sure she’d worried sick.”

“I should probably send a letter to my folks too,” Twilight nodded, “you know, to at least tell them that Spike and I are okay.”

“Speakin’ of Spike,” Applejack said, cocking her eyebrow, “Where is the little guy? Haven’t seen him at all since we got back.”

“He’s probably back at what’s left of Golden Oaks,” Twilight sighed, looking in the direction of her former home, “I should go get him; he’s probably working his tail off trying to salvage any books that are left.”

Twilight pulled a few bits from out under her wing as she started to get up from the table, but just as soon as her rump left the pile of hay it was placed on a small scaly figure appeared from around the restaurants’ corner.

“T-Twilight!” Spike stammered as he fought to regain his breath, “Twilight, I saw… lock, with the… saders… to the… got here as fast as I-“

“Applejack!” and elderly voice called out interrupting Spike in the middle of his breathless rant, “Applejack, have you seen Apple Bloom anywhere ‘round?” Granny Smith said squinting her eyes as she looked around the area, “she said she was gonna visit ya down by the station when she heard ya were commin’ back.” She suddenly turned her attention to the red goliath that stood next to her brandishing his trademarked yoke as always. “Right Big Mac?”

“Eeyup,” Mac nodded in agreement.

“Well I ain’t seen her all day,” Applejack answered, scratching her head, “I thought she was just doin’ a few extra chores on account I been gone fer a few-“

“Rarity,” yet another voice called out, the ever growing group collectively turned their heads to see yet another couple standing behind them, one being a pink unicorn mare with a purple man, the other a white stallion sporting a gorgeous mustache. “Rarity, dear, have you seen your sister? She said she was go-”

“Ing to visit me once the train arrived?” Rarity finished with a slight hint of concern in her voice.

“Hey how’d ya know?” the stallion asked, “Anyway we’d thought she’d be home buy now but when she didn’t show up for lunch we thought she just went out to eat with you.”

“Well that’s certainly not the case,” Rarity said looking back to her friends.

“And it ain’t the case here either,” Applejack added, adjusting her hat, “now where did those little rascals get off to?”

“I’m… trying to,” Spike wheezed, still trying to catch his breath, “they went with-“

“Anypony seen Scootaloo today?” Applejack asked ignoring the small dragon, “It might have something ta do with her.”

“Maybe another overly complicated scheme to get their cutie marks,” Twilight pondered, rubbing her chin in deep thought, “but what else is there to do here in Ponyville that they haven’t already tried?”

“I don’t think they’ve tried underground habitat researchers yet,” Fluttershy said throwing her two bits into the matter, “should we start looking for holes somewhere around Sweet Apple-“

“THEY WENT TO THE EVERFREE FOREST WITH GRIMLOCK!” Spike suddenly blurted out; frustrated at the fact that everypony had ignored him yet again.

There was a brief silence that befell the group while they processed what Spike had just said. It didn’t take long for the bewilderment on their faces to turn into sheer terror. Rarity and Applejack swarmed Spike, nearly flipping the table in the process.

“Why didn’t you tell us earlier?!” Applejack and Rarity screamed in unison, their faces just inches away from Spike’s face, “how could you-“

“I TRIED!” Spike roared back, a few tears forming in his eyes, “but none of you even tried to listen to me!”

Twilight quickly wrapped up her number one assistant in her forelegs, doing her best to comfort the young dragon while her friends tried to calm down.

“We’re so sorry Spike, we’ll try not to do that to you again,” she whispered in his ear before turning to face the still panicking group, “Girls!” she barked in a commanding tone, “we need to get to the Everfree Forest before something terrible happens!” With those words Twilight and her friends made a mad dash towards the edge of town, leaving their families and their meal far behind. “For all we know they’re in serious danger!”

Grimlock let out a heavy sigh; he hadn’t been this bored in millennia. Sure he knew that this was a great opportunity to pick up the trail again, but watching the three younglings prance about all giddy like, looking at trees, under rocks and attempting to catch things smaller than them was quite a drag.

“Find Shockwave…” he grumbled, watching the three of them playfully chase a butterfly, “all to find Shockwave.”

“This has got to be the furthest we’ve ever been in the forest!” Scootaloo grinned, “I don’t even think we got this far when we were at our slumber party.”

“Yeah about that,” Sweetie managed to utter, looking at the dark wood surrounding them, “maybe we should go back, I’m sure our parents are wondering where we are by now.”

“Oh don’t be silly Sweetie Belle,” Scootaloo said, waving a passive hoof, “we said we’d back before complete sundown, and how can it be any safer when we’ve got Grimlock watching over us, I mean the guy’s head is above the tree line!”

“That may be true, but Sweetie’s got a point,” Apple Bloom nodded with a slight hint of worry in her voice, “we really should be headed back, they know we shouldn’t have been gone this long.”

Scootaloo’s brow furrowed as a frown grew on her face. “Ugh, fine,” she grunted, walking past her counterparts, “I guess we can go home… if the two of you are chicken.”

The two fillies’ ears perked up at their friend’s insult, prompting a very quick response. “We ain’t chicken!” Apple Bloom shouted, stomping her tiny hoof on the ground, “we just think that we-“

She was suddenly interrupted by a menagerie of strutting and clucking sounds as Scootaloo did her best impression of an actual chicken, granted it wasn’t very good, but it was more than enough to get the point across.

“F-fine we’ll stay!” Apple Bloom yelled, her cheeks glowing a fierce red, “but only fer a little bit longer.”

“That’s the spirit!” Scootaloo said bringing her uneasy friends for a hug, “we’ll get our cutie marks this time, for sure!”

“Yeah,” Sweetie Belle said looking back to Grimlock, “sure.”

The three continued onward into the forest with their giant metal bodyguard following close behind until they came upon a giant wall of rock one that seemed to have a rather large entrance.

“Cool, a cave,” Scootaloo said pointing to the opening, “wanna go inside?”

“Um, I don’t know,” Sweetie Belle sighed, “I don’t think Grimlock would be able to follow us inside.”

“Me neither,” Apple Bloom added, “and we’ve been safe as long as Grimlock’s been close.”

“Aw come on you two,” Scootaloo grunted, “He’ll be right outside, and what could possibly be waiting in that cave for us?”

“I’m sure we could think of a few things,” Sweetie replied, looking to Grimlock once again, “but I guess it can’t be too bad, as long as we ask him if we can?”

“Are you kidding?” Scootaloo asked, her jaw nearly hitting the ground, “it’s not like we’re his kids!”

“But he is the adult,” Apple Bloom pointed out, “we should at least make sure he’s alright with it.”

“Ugh, fine ask him,” Scootaloo said throwing her hooves in the air, “I’ll be waiting by the entrance.”

The two fillies nodded while their friend trotted to a nearby rock to wait for the go ahead that she knew was coming. They made their way to Grimlock, who despite being very hard to read, looked like he was mentally somewhere else.

“Uh, Mr. Grimlock, sir?” Sweetie Belle asked looking straight up.

There was no response; Grimlock remained looking deep in thought. The two looked to another and after a very quick competition to see which among them was going to ask again, Apple Bloom slowly walked to Grimlock’s massive foot.

“Mr. Grimlock?” she asked hesitantly before lifting her hoof, “Mr. Grimlock?”

A few quick taps was enough to bring him back from wherever his mind had gone off to and within moments he loomed over to two fillies, much to their surprise.

“What you want?” Grimlock growled as steam hissed through his faceplate, “you go home now?”

“Um, we actually wanted to know if we could go into the cave with Scootaloo,” Sweetie Belle said backing up a bit, “can we?”

“Why you ask? Me no care if you do,” Grimlock replied with a shrug of his shoulders.

“We just wanted ta make sure,” Apple Bloom said, looking back to the cave, “so can-“

“Grimlock no care,” he interrupted nonchalantly waving his hand at them, “but no dying, other little horses not like that much.”

“Um, alright,” Apple Bloom and Sweetie Belle said with a mix of confusion and concern, “we won’t be gone long.”

“Whatever,” Grimlock scoffed rising above the tree line once more.

With permission granted the two trotted over to their friend, who was fiddling with her hooves as she impatiently waited.

“So what’d he say?” Scootaloo asked, hopping up to her hooves once more.

“He said he didn’t care,” Sweetie Belle said uneasily.

“But he told us ta be careful,” Apple Bloom added, looking into the cave itself, “well he told us to be careful in his own way.”

“Awesome!” Scootaloo cheered, buzzing her wings as fast as she could, but only getting a few inches off the ground, “We’ll get our cutie marks in… uh, what are those ponies that go into caves called?”

“Spelunkers,” Sweetie Belle answered without hesitation.

“How do you know those words?” Apple Bloom asked, only to be answered with a confused shrug.

“Never mind that, come on girls!” Scootaloo said striking a heroic pose. Her friends quickly came to her side, making poses of their own. The three collectively looked to one another with determined grins before yelling at the top of their lungs. “CUTIE MARK CRUSADERS SPELUNKERS YAY!”

With that the three charged headlong into the cave, leaving Grimlock along for the first time in nearly an hour. A quick wave of relief washed over him, if he had to listen to them talk for another minute he may have just ripped out his audio sensors. Grimlock checked his surroundings and nodded, they weren’t very far from where he had first detected trace signals of Starscream. All he had to do was walk a few hundred yards and resume his search. The only obstacle was the little ones he brought with him, but they were busy inside the cave, so they wouldn’t notice if he’d left for a few minutes. He made it to where he had first registered Starscream’s signal within a few long strides, letting out a sigh of relief he activated his sensory nodes and once again began from scratch.

Meanwhile in the cave, the three fillies dove deeper and deeper inside, until the sunlight died around them. The two who were initially hesitant began to wonder what they had gotten themselves into, while their ever stoic leader egged them on with each confident step she took. They marched onward steadily until the light completely faded and the three were covered in total blackness.

“I… I think we should head back,” Apple Bloom said her voice echoing across the cavern walls, “I’m sure Grimlock’ll be wonderin’ where we are by now.”

“Aw come on AB, where’s your sense of adventure?” Scootaloo asked trying to reach for her, but in the darkness she grabbed nothing, “Rainbow Dash wouldn’t give up so easy.”

“Well Rainbow is an adult,” Sweetie Belle noted, “we’re just the fillies, and Rainbow would’ve brought a light or something.”

“I agree,” Apple Bloom nodded in the direction she thought Sweetie was in, “we should head back; it’s way too dark to keep going.”

“Oh I guess you’re right,” Scootaloo sighed, lowering her head in defeat, “I guess we-“

Scootaloo’s voice suddenly stopped, prompting a small rush of fear to fill the other two fillies. “S-Scootaloo?” Apple Bloom stuttered, but to no response.

“Scootaloo if this is a joke it’s not funny!” Sweetie half squeaked, “Come on let’s just-“

“Sweetie Belle!” Scootaloo yipped wrapping her forelegs around her friends’ neck, forcing a small scream to erupt from her lips, “we can keep going because of you!”

“Wha-what?” She stuttered, taking a few steps backwards, “What do you mean?”

“You can use magic to light the way!” Scootaloo explained, “we can go deeper if you-“

“No Scootaloo!” Apple Bloom interrupted, forcing her hoof down, “we ain’t goin’ in any further, we don’t know which way we’re goin’! Let alone the time of day. Our folks are probably worried sick right now!” Apple Bloom suddenly spun completely around hoping it was still the same direction in which they came. “We’re headed back, now.”

“Ugh fine,” Scootaloo grunted, kicking at the ground beneath her, “but we could still use Sweetie Belle to light the way.”

“Well I guess that couldn’t hurt,” Sweetie Belle shrugged as she readied herself to cast a spell, “but I’m not sure if I can do it for very long.”

“We just need it long enough to get out of here,” Apple Bloom said, “or at least long enough ta find out where we’re goin’.”

“Okay,” Sweetie said, straining as a faint glow came to her horn, “here I go!”

Her friends waited as the young unicorn gritted her teeth with every attempt she made, each one brighter than the last. Finally after what seemed like forever, a faintly glowing white light shown atop the unicorn’s head. Her friends suddenly rushed her in excitement, it was the first time she had successfully used such a complicated spell.

“Ya did it Sweetie!” Apple Bloom cheered, “Now we can…”

Apple Bloom’s voice trailed off into silence, prompting a slight tinge of confusion to flow through her comrades. “Uh, AB?” Scootaloo asked, “What are you-“

She was suddenly interrupted by Apple Bloom’s hoof forcibly adjusting her head in her direction. Within a few seconds she too was awestruck, leaving only Sweetie Belle in the proverbial dark.

“What are you two looking at?” She asked, turning herself around, “you two are acting like you’ve seen a…”

Sweetie’s voice quickly died down upon seeing what her other counterparts had seen. Their time in the darkness had adjusted their eyes just enough for them to see the distinct glow of precious stones and metals glistening all around them, but despite the riches they saw there was one thing that sent sheer terror coursing through their veins, something that was breathing.

Less than a second later a large, yellow reptilian eye shot open, aiming directly at the crusaders. “What are you doing here?” a voice bellowed throughout the cave, shaking the ground around it.

“W-we were just explorin’,” Apple Bloom stuttered, trying to keep from screaming, “we’re sorry, we’ll be-“

“Insolent whelps!” The voice interrupted as the crash of its claw sent thousands of precious gems flying into the air, “you will not have my treasure! It belongs to me and me alone!”

It was then that the monster decided to reveal itself, though the fillies knew exactly was it was the moment they had laid eyes on it. The dragon roared fiercely before bursting through his pile of treasure, nearly crushing the crusaders with the effort alone. Instinct gripped the minds and hearts of the little ones, without much regard for one another they darted back in the way they believed they came, hoping against hope that they were fast enough.

The Dragon was quick to pursue, even sending bursts of his flame at the three. It was sheer luck that each blast missed, but with every attempt the fillies began to remember who was waiting outside for them, the one who could easily level the playing field.

Several hundred yards away, Grimlock was analyzing every inch of ground he could, hoping to find anything that would give him a lead as to where Starscream was and in turn Shockwave. However in the time he had to analyze the area he had come up empty handed. A deep growl signified his frustration; this was the only real place that he could have picked up the trail of his arch nemesis, the one who had made him a monster.

Suddenly a thought came to him, one that he hadn’t thought of and felt stupid that he hadn’t came up with it earlier. Indeed Shockwave had made him a monster, but just as he had on Cybertron he could use that fact against him. Even in his robot mode he was still able to tap into his more primal instincts, including an acute sense of ‘smell’ as the inhabitants of earth called it. With a few quick tweaks of his basic functions circuits he was able to tap into a small portion of his primal nature. It may have not been much but he believed that it would be enough to pick up some sort of trail.

Much to his surprise he was right, three distinct signatures suddenly appeared in his H.U.D. two of them were ones he already knew, himself and Starscream, but the third gave him an odd mix of satisfaction and unrelenting fury.

“Shockwave was here?” he growled, clenching his fist tightly, “Shockwave was here?!”

The satisfaction in his mind quickly turned into rage. At some point during his nap Shockwave was actually standing next to him, his ultimate foe, the one he would tear limb from limb was just feet away from him. He slammed his fist into the ground out of anger, causing the earth around him to violently shake. If he had only come back online a few hours earlier he would’ve never been in his current predicament, a predicament that decided to remind Grimlock that it still existed.

Faint, yet frantic screams seemed to come from where he left the young ones to their own devices. Normally he would just ignore them and continue working, but he had left the three little ones in that area he had to insure that they wouldn’t die. Reluctantly, Grimlock began to return to where he had left him, because if there was anything he didn’t feel like dealing with it would be the ponies after three of their young died under his watch.

The crusaders miraculously made it to the cave’s entrance without a scratch, but their hope quickly turned into terror when they realized that there savior was nowhere to be seen. “GRIMLOCK!” they all cried at the top of their lungs, “Grimlock ple-“

Their second plea was interrupted by the rumbling of metallic feet, followed soon after with a giant shadow looming over them.

“What?” Grimlock asked, noticeably annoyed, “it bedtime now?”

“G-Grimlock!” the all stuttered before spiraling into a chaotic and inaudible cacophony of high-pitched noise the Grimlock wasn’t able to decipher.

“Enough!” he yelled, effectively silencing them, “now, tell Grimlock what-“

Grimlock was barely able to begin asking what happened before what had been chasing the three in the cave slammed into him. The two rolled over one another until they came to a stop about fifty yards away from where the initial attack happened, leaving the crusaders with their jaws hanging open. Grimlock tried to get up, but whatever it was that was on top of him was somehow strong enough to keep him in place, if only for the moment.

“So you wish to steal my treasure too?” the dragon hissed as flame began to smolder in his throat, “I’ll kill you before you lay a single finger upon my riches!”

“That so?” Grimlock chuckled before wrapping his hands around the dragon’s forearms. The dragon fought to free himself and keep Grimlock pinned, but there was just too much strength behind the metal. Within seconds Grimlock threw the dragon into the tree line, effectively making a new meadow.

“Me no care for gold,” Grimlock said, rising to his feet, “but this will be good venting.”

“What is this?” The dragon asked, “No beast in Equestria is stronger than a dragon!”

“Me not from Equestria…” Grimlock growled, slamming his fist into his palm, “now FIGHT!”

The Crusaders watched in awe as the two behemoths charged and slammed into one another, their strength woefully mismatched. The Dragon tried to sink his teeth into Grimlock’s shoulder, but only sparks flew as the diamond hard bone clashed with Cybertronian skin. The Dragon’s claws didn’t fare much better; each swipe at the chest didn’t even seem to leave a scratch. Even his flame, the trump card of every dragon, didn’t seem to do much in the ways of damage.

Grimlock however was able to do the opposite; every time his fist slammed into the dragon’s side it gritted its teeth in pain. Wrapping his hand around the dragon’s throat Grimlock slammed him into the earth, making a drastic change in the area’s geography. With a forceful grunt Grimlock sent his opponent flying into the forest, the dragon’s body crashed into the woods, clearing a path for which Grimlock could watch his foe flail.

“You strongest Equestria?” Grimlock scoffed, folding his arms across his chest, “you not know meaning of strength.”

The dragon shakily rose to his feet, sneering at Grimlock all the while. “I know not what Strength is?” he hissed, his eyes burning with unbound fury, “you are gravely misinformed.”

With a primal roar the dragon slammed his claws into the ground, growling in what seemed to be pain as his muscles rippled and bulged under his scales. Grimlock watched in stoic amazement as the dragon’s spines doubled in number, his claws became twice as long and tail transformed into a mace-like club. After his transformation the dragon grinned menacingly and shot a murderous stare towards Grimlock, flashing his new razor like teeth.

“Let me show you what power truly is,” he snarled, unfurling his wings.

“Yes,” Grimlock nodded, slamming his fists together, “now we have a fight!”

The two combatants charged each other headlong once again, completely forgetting about the reasons they had begun to fight in the first place. Said reasons were now watching in awe at the spectacle before them, not fully believing what they were witnessing.

“Is he crazy?!” Scootaloo cried as the two combatants slammed into one another, “no pony can take on a dragon when it does that!”

“He ain’t no pony,” Apple Bloom corrected, struck with absolute fascination.

Grimlock was actually starting to feel strain in his hydraulics as the muscled up dragon pushed against him. He never anticipated something on this backwater planet could make an attempt at matching him. This fact would cause most Cybertronians to send a distress beacon to alert allies of their current position. Grimlock on the other hand, relished a challenge and this dragon showed no signs of giving up.

The two continued to struggle for dominance, each seeming to attain the upper hand before the other countered with an attack of their own. Swing after swing, blow after earth shaking blow they persisted, neither showing the slightest hint of tiring. In spite of this the two continued, their pride too much to let the fight end unresolved.

“I grow tired of this battle,” the dragon roared, finding a way to dig his claws into Grimlock’s shoulders, “this ends now!”

With his wings flapping hard enough to knock over a house the dragon began to take flight with Grimlock in toe. He struggled at first, due to his opponents constant struggling and unanticipated weight, but eventually the dragon was able to take their fight to the sky. With each flap of his wings they ascended further and further into the sky until the two were far above the clouds. With a murderous grin the dragon nose-dived back towards the earth. Their speed continued to increase until finally the dragon released Grimlock from his grasp, sending him careening towards the earth as the dragon’s wings reached outward to slow him down.

The three fillies looked on in horror as their only chance of getting out of the forest alive came crashing back down to earth. The impact alone sending a shockwave through the earth that almost cracked the mountain the dragon was guarding. The dust and rubble kicked up from the impact were soon whisked away by the steady beats of the dragon’s wings, his victory supposedly sealed by the flames spewing from his nostrils. As the dragon descended back to earth he turned to the three that now cowered in the tree line, his face dawning the same murderous expression as before.

“And now to finish this…” he hissed, flames spouting through his fangs, “you should-“

An unnatural roar interrupted the dragon’s victorious murder, followed by the sound of metal clashing against metal. The dragon looked back with an emotion in his eyes that dragons rarely felt, fear. “How did it-“

Again the dragon was interrupted, but this time by the sounds of shattering bone and his own wails of agony. Within seconds the dragon found himself being thrown into the sky, the only thing keeping him connected to the ground being whatever had him by his tail. In an instant a crash nearly matching the impact that befell Grimlock sent the dragon reeling in pain once again. It took him some time, but he staggered to his feet, bright blue blood pouring through his lips. The dragon’s eyes fell to the center he was once sure his foe lie dead, but as sheer terror began to grip the dragon he found the he was woefully wrong.

The foe he had thought was nothing but debris was standing before him, but he looked far more fearsome than the dragon ever thought possible. His eyes were no longer blue, now they pulsed red with pure rage, but the change didn’t stop at the eyes. His entire body seemed to pulse with rage. Flumes of what could only be described as an ethereal mist surrounded him, whipping around in what seemed like wind.

“I-impossible,” the dragon stuttered, “how can you-“

Another primal roar erupted from Grimlock’s vocal processors as his hand extended, producing his legendary sword. While still frozen in shock Grimlock charged his enemy head on, sword aimed directly at where his heart should be. The dragon managed to react just quick enough to avoid being impaled, but at the cost of his wing being shredded to ribbons. In spite of his newfound pain the dragon tried to slam his razor-like claws into Grimlock’s chest, only to have them caught with little to no effort. He tried to pull away, but Grimlock clinched his fist around the dragon’s palm, crushing it like thin glass against a sledgehammer.

Another wail of sheer agony erupted from the dragon’s throat, but the sheer force of the hand that crushed his own wrapping around his throat quickly suppressed it. Slamming the dragon’s head into the ground once more he readied his sword for the final blow. The fillies he defended were looking on in fear; they had never seen such an act of primal brutality in the entirety of their young lives and now it seemed that they were about to witness their first death.

However just before Grimlock could strike three tendrils burst from the ground, seemingly anchoring him momentarily. In his fury he pulled at his new bounds, unearthing a giant worm-like beast. The dragon swung his broken tail in an act of desperation, tripping Grimlock with the new beast landing on top of him.

“Oh no…” Scootaloo whimpered, “now there’s another one.”

“What is it even?” Sweetie Belle asked, watching Grimlock wrap his free hand around the tendrils “I’ve never-“

“It’s called a tatzelwurm,” Apple Bloom interrupted, “I read about them with Applejack one day, but I’d never thought I’d ever see one.”

“What’s it doing here?” Scootaloo asked as Grimlock yanked his new foe off his arm and threw him off in the distance.

“Musta been attracted by the vibrations,” Apple Bloom suggested, “It’s supposed ta feel for its prey.”

“Sp-speaking of things being attracted,” Sweetie Belle stuttered, pointing behind the other two, “I think we should run.”

The other two looked behind them to see what Sweetie was talking about to see dozens of pairs of glowing yellow green eyes. Timberwolves, mysterious beasts comprised entirely of wood, with a taste for living flesh. The three darted out of their cover as fast as they could, the hungry pack following close behind. Despite their best efforts the three of them quickly found themselves surrounded some fifty wolves, if not more. The three cowered in a close huddle, expecting their imminent demise, but in their fear they had forgotten one crucial detail, in spite of them being surrounded, they were in the open. Where a certain someone could see them in peril.

Within seconds all hell broke loose on the wolves, being crushed, sliced or turned into powder by the hand and sword of the metallic titan. The Crusaders were afraid to open their eyes, the sound of agonizing pain and splintering wood was enough to fill their imagination with whatever Grimlock was doing to those unable to escape his grasp. Soon not a single wolf remained, the only evidence being scattered splinters and leaves.

A silence fell on the battlefield, allowing the fillies to take a quick glance at their savior. Rage still pulsed off his body, but the stoicism that he seemed to have calmed the three for some unknown reason. However their calm was soon broken by the feeling of tendrils wrapping around their bodies.

Before their brains could register what was happening to them they were drug twenty feet away from where the once stood. Panicked, they screamed at the top of their lungs when they realized the tatzelwurm was still hungry and it had turned its attention to something that wouldn’t put up as much of a fight.

They tried to wriggle free of their fate, but the combination of the wurm’s saliva and the tendrils tight around their bodies made escape impossible, there was only one way they were going to escape, and by the looks of the ever closer wurm he may not be fast enough.

They closed their eyes tightly, unwilling to watch their end come, but when the once taut tentacles that were swiftly bringing them to the wurm’s hungry mouth suddenly fell limp. Soon after, they felt a warm liquid wash over them, followed by an unearthly wail of pain. Their eyes opened to see that they were lying in a glowing blue pool of the wurm’s blood, their eyes followed the tentacles that once held them tightly were now limp and jerking slightly, blocked from their original owner by a glowing red sword connected to a giant metal hand.

Grimlock’s blade cut easily through the cord-like tendrils with ease, but his enemy wasn’t about to give up. The tatzlewurm coiled into itself, preparing itself for a strike. Grimlock pulled his blade from the earth just as the wurm leaped from its coils towards him. Without a second’s hesitation Grimlock thrust his sword forward, meeting the wurm just before it reached him. Once again it was proven that flesh was no match for the blade as the tatzlewurm’s body was split down the center by Grimlock’s powerful swing. Luminescent blood showered Grimlock and the crusaders while the two halves of his foe flew past them, landing nearly fifty feet behind them as the two halves twitched their last.

Grimlock slowly surveyed the area, the dragon was long gone, whatever he killed was behind him getting its last few twitches in before it finally fell limp and the fragments of wood that were once small animals were mysteriously missing. Grimlock thought little of it though; his concern actually and surprisingly was focused on the three little ones. He’d seen many an Autobot recruit thrust into battle with that gaze and though he wasn’t type to offer comfort, he certainly could understand why they were acting the way they were.

“You alright?” he asked, flinging some of the excess energon off his hands, “we go back now al-“

Grimlock was suddenly interrupted by an unknown creature engulfing his head, caught off guard he flailed his sword around in an attempt to impale whatever it was that was stupid enough to attack him; despite his efforts, whatever had him slammed him to the ground before throwing him into the forests overgrowth. For the crusaders it was an even more harrowing experience than anything else that had witnessed that day; not many things could turn a behemoth like Grimlock into their own personal rag doll. Their eyes soon fell upon their new attacker, a hulking mass of wood and insatiable hunger.

The massive timberwolf towered over the crusaders and the tree line. Its fangs moist with sap-like saliva at the prospect of devouring three small ponies. The sight overwhelmed the three of them to the point that all they could do was cry uncontrollably in the pool of blood in which they stood.

The timberwolf actually expected them to at least try to run, but it mattered little to it. Either way it was going to feed this afternoon, or so it thought. In the forest overgrowth, unnatural sounds echoed across the sky, followed closely by a metallic roar. The wolf froze in place, it had no idea what on earth made that noise, but whatever it was it was big, mean, dominant and most terrifying to the wolf, approaching.

Acting quickly the wolf’s mouth opened wide, hoping to at least get a snack before being driven off by whatever was that was making its way towards him. Its hopes were quickly dashed when the sounds of metal slamming against timber suddenly ceased, being replaced only by the sound of thunder. Seconds later the wolf found itself being thrown into the mountain with a yelp of pain. The moment it recovered its eyes fell on the beast it feared; Grimlock, in all his primal rage and glory.

The metallic giant stood between the wolf and its prey, almost like a father defending his children. With another bellowing roar Grimlock charged the wolf headfirst, ready to deal as much damage as physically possible. With nowhere to run the wolf matched Grimlock’s charge, expecting them to at least be close to equal strength, the wolf was disastrously wrong. The moment the two collided the wolf shattered into splinters, Grimlock wasn’t even slowed by his opponent’s best effort. That fact soon came to be a disadvantage for the titan, because he was unable to slow himself down before slamming into the cliff face, becoming firmly stuck in the rocky outcrop.

As he struggled to break free the timberwolf reassembled itself directly in front of the fillies. Seeing an opportunity to take in a quick meal before it fled the wolf opened it’s mouth again, preparing to eat the three yet again. Seconds later the wolf soon realized that it should have ran to live another day, because just as it’s barked tongue touched the three it felt something clamp down hard on its left heel. Another yelp of pain came from the wolf before it was drug away from its potential prey. The wolf tried to dig itself free from Grimlock’s vice-like grip, but when the metallic foot slammed into its back there was no longer a chance for escape.

A faint red glow began to shine from Grimlock’s mouth until flames began to dance through his teeth. The wolf began to panic, crying and thrashing in a vain effort before its head became engulfed in flame. The flailing increased for a few moments, but soon there was no sign of struggle. That fact didn’t seem to stop Grimlock from turning the rest of the body into nothing more than smoldering ash. Soon all that was left was a searing pile of what used to be one of the most feared predators in the Everfree Forest.

Seeing that his foe was vanquished Grimlock unleashed another primal roar in victory, but soon enough he turned his attention to the crusaders. Slowly and surely the beast made his way to the ones he had defended, their eyes betraying how much fear they actually felt. He lowered his head to them the steam blowing from his nostrils nearly blowing them back. The moment he opened his mouth the three collectively began to cry, thinking that they had lived through all of that just to be eaten by the one they convinced to protect them.

They never expected a metallic tongue lapping the blood that covered them off. The initial shock washed away as quickly as the blood on their bodies, after everything that happened, the only thing the three of the seemed able to do was giggle.

“You stay away from them!” a voice familiar to the crusaders shouted, taking all of them by surprise almost as much as the purple and blue bubble that surrounded them.

The crusaders turned to see four ponies and a baby dragon running headlong in their direction. Initially they were relieved but when they saw a faint red glow grow in between Grimlock’s fangs they quickly started to panic. “He wasn’t going to hurt us!” the three shouted in unison, “he was-“

Before they could finish their protective shield drug them behind the ponies that had arrived on the scene. The ponies stood there rigidly, expecting the same reaction from him the last few times he had assumed his bestial form. However this time was different, he just stood there, his mouth was still smoldering with flame, but there was distinct lack of brutal intent in his eyes than usual, almost as if is unshakable lust for violence had already been met. As they began to let their guard down, Grimlock took a step towards them, prompting those who stood in his way to prepare for a fight. They continued to stare one another down until finally the lone pegasus of the group stepped forward, promoting quite the reaction from her friends.

“Are ya crazy?!” Applejack shouted, “he almost got our-“

“No he didn’t!” Apple Bloom interrupted, “he saved us!”

“He did what?” Rarity asked shaking her head in disbelief.

“W-we went into that cave,” Sweetie Belle explained, pointing to the entrance in question, “i-if Grimlock weren’t here we would’ve…”

Sweetie’s words trailed off as the graphic nature of their rescue and just how close they had come to their own demise came rushing back to her. Her eyes swelled and she was barely able to take another breath before she started to cry uncontrollably. Not even a second later the shield the protected them faded away, allowing Rarity to provide her sister with as much comfort as she could. The others tried to remain stoic but they too soon fell to the realization of just how close they’d really come.

Amidst the consoling Twilight turned her attention back to Fluttershy, who was now standing directly in front of Grimlock. Panic set in once again, and though it was true that Grimlock still hadn’t killed a pony, she still didn’t want to take any chances. “Fluttershy!” she called, trying to reach out a hoof as she comforted Scootaloo, “come ba-“

Fluttershy quickly raised her hoof in Twilight’s direction to calm her down before turning her attention back to Grimlock, his gaze was still sent chills up her spine, but she steeled herself for what she knew she had to do.

“Were you going to hurt them?” she asked, staring them square in the eyes.

A low growl emitted from deep within Grimlock, as if he were insulted by the question itself. Taking the hint Fluttershy back off the subject instead focusing on the claims the crusaders made. “Did you really save them?”

Again a growl came from Grimlock, but this time with a slow nod of his head. The two stood there in silence for a good minute before Grimlock finally broke eye contact and started to stomp farther into the forest, leaving only the carnage as evidence that he had been there. She made her way back to the small group, trying her best and still failing miserably, not to look at the lifeless masses that were once proud animals.

Her friends, though also appalled at the sight of so much violence, were far too busy trying to console the still sobbing fillies. Applejack was the first to look towards her, the look on her face being anything but disapproving.

“And what was that all about?” she sneered, the frown on her face growing, “ya just gonna let him run off and do as he pleases?”

“Grimlock needs to be away for a while,” Fluttershy said nodding her head, “He’ll be back when he’s ready.”

“When he’s ready?!” Applejack shouted, “he’s gotta answer for doin’ this!”

“Whoa hold up,” Spike piped up looking at the chaos that was before them, “Grimlock did all this?”

“Well I wouldn’t put it past him after what he did to Ponyville and that fiasco in the Crystal Empire,” Rarity pointed out as her little sister began to cling tighter to her side.

“Well he still did protect them,” Fluttershy added, “without-“

“Ya call this protection?” Applejack interrupted pointing to the destruction, “I was quiet about it up north, but this time my sister almost got killed!”

“I’d have to agree with Applejack at the moment,” Rarity continued, “he has indeed protected us, but if protection always means death…”

“Is it really worth it?” Twilight finished with a heavy sigh, “do we really need a monster to protect us from monsters?”

Fluttershy looked off into the direction Grimlock had walked off in before letting out a heavy sigh of her own. “I don’t know Twilight,” she whispered, shaking her head, “I don’t know.”

My Little Pony: Grimlock is King

by Flanagan

Space Bridge

Grimlock vs. Ponyville

A Royal Meeting

New Neighbors

Grimlock vs. Ursa Minor(s)

Rebuilding

Chaos in the Crystal Empire

Interrogation

Grimlock vs. King Sombra

Aftermath...

Conversation with a Titan

Fall of the Swarm

Return to Ponyville

Emergency in the Everfree Forest